No Time for a Hero
by Brahma Bear
Summary: Baloo gets zapped twenty years into the future. His way back home is muddled in a world where poodle skirts are in fashion, there's a new music called rock 'n' roll, and a heroic Don Karnage leads the fight for the free skies against the ruthless Cloudkicker.
1. Chapter 1

"In every man's heart there is a devil, but we do not know the man as bad until the devil is roused."

― James Oliver Curwood, Back to God's Country

"Come to the Dark Side. We have cookies."

― Unknown

"Omm nom nom nomm! Delicious."

― Cookie Monster, on cookies

* * *

 **No Time for a Hero**

"Ba-loo? Yo, Baloo! Where _are_ you?"

All the shouting had made Kit's throat sore, and his voice was becoming raspy. He had traipsed high and low through the island's wilderness, following riverbeds with his ankles deep in silt, climbing and descending crumbling rocky cliffs, and pushing paths through thickets to reach one clearing after the other. Even under the everlasting shade of giant tropical trees, the sun was merciless, baking the breezeless and damp air into a soggy purgatory.

All along, he called out for Baloo, as loud as he could. After the tenth time, twentieth time, _fiftieth_ time, there was no response.

After an uphill march that seemed at one point to be endless and left his legs aching for a rest, he emerged from the trees, sweaty and miserable, upon the grassy edge of a deep but narrow ravine, a place where the island looked to have cracked from shore to shore like the sea had broken it over its knee. Birds by the many hundreds squawked and nested on the jagged cliffs. From there, he had a high vantage point over his surroundings, and that seemed hopeful at first; but he soon felt his heart sink with dread. The island was huge, and the view looked upon mostly a vast rolling green canopy of treetops. The bottom of the ravine was thick with green brush and smaller trees. Endless ocean filled out the far reaches of the horizon.

He formed a cone around his mouth with his hands, inhaled deeply and hollered Baloo's name several times, until his voice cracked. There was never a reply, only the birds squawking.

At that point, he considered just staying put and letting Baloo come to him, and take a load off his feet. He had an idea that Baloo was scouring the island trying to find him, and they were probably searching circles around each other. That was probably it... unless, something happened to him. Tired or not, that singular 'what if' kept Kit searching.

Shielding his eyes against the sun with his hand, he scanned the skies around him with a grave sneer. There were pirates on the island, too. Somewhere. They were neither seen or heard, nor were their crashed CT-37s, but they were definitely somewhere around, and it became so that he could hardly shake the thought that Baloo needed his help. The thought was growing more haunting by the minute; Baloo had lungs like a foghorn when he wanted to bellow something out, but he heard not a trace of any shout from him.

Kit followed the ravine's edge to an area where its cliffs narrowed and a tree trunk, limbs and roots hewn away, was lain as a makeshift bridge between the two sides. He stopped there for a moment and pondered his next move, whether to cross or not. Weariness growing, the only thing he finally decided was that he needed to sit down for just a moment, and did so on the end of the tree. Sitting there, fanning his face with his ballcap, staring down the length of the ravine where, over the thick mesh of foliage the cliffs opened to a beach and the sea, he finally, by complete accident, spotted a thin trail of smoke and colors striking in contrast to the earthy greens and sandy browns: orange and yellow. The _Sea Duck._ It was beached upon the shore and the mouth of the ravine.

"Ah, finally. Baloo! Hey, Baloo!" He jumped up and down and waved his arms, then fished out his airfoil and fanned it out to use it as a signal reflecting the sunlight. In all his sudden excitement, he never realized anyone approached him from behind, not until one big, meaty hand wrenched his airfoil away, and another wrenched him off his feet by his collar. "What the...!" Suddenly he was face-to-face with Dumptruck's foul smirk.

"Why _hello_ derr," the pirate said. "Heh, lookey here what _I_ found, Mad Dog."

"He made us wreck our planes!" Mad Dog's snively voice was full of loathing. "Let's find the boss first, then we'll let the brat have it!"

"Yeah!" agreed Dumptruck; the rotten sauerkraut stench of his breath made Kit's nose curl. He squirmed, but Dumptruck's grasp gave no slack.

" _I_ didn't wreck your planes," the kid snarled. " _You_ did. You two losers couldn't fly your way out of a paper―" He paused, gasping when he glanced at Mad Dog, and even in the sweltering air he shuddered like his blood had turned to ice. Mad Dog had a dagger in hand, with Baloo's red pilot cap impaled on the blade. Kit's eyes flashed with horror, and Mad Dog, realizing this, flaunted the dagger and hat near his face.

"D'aw, whatsa matter? Can't find your friend? Haaa haaa!" His laugh was a long taunting noise that was entirely devoid of mirth and blustering instead with cruelty. He meant for it to sting.

Meanwhile, words were caught Kit's throat, leaving him stammering. "Wha'...? Wh-where _is_ he? What'd you _do_ to him?"

"Wouldn't _you_ like to know," sneered Mad Dog. "Wouldn't he, Dumptruck?"

"Yeah, wouldn't _he_ like to know!" the burly pirate chuckled. But then he looked at is counterpart with a confused grimace. "Er… know what?"

"All the horrible things we did to that hot shot pilot!" laughed Mad Dog, sliding off Baloo's cap from his dagger and then plunging it through again with a new slice.

"Oh!" blinked Dumptruck. He shook with a belly-laugh of _ho ho hos,_ but he was no Santa Claus, and the kid in his grip was no fireplace stocking waiting its turn to get hung on the mantle; more like a firecracker that he let the fuse burn too long before realizing there was going to be an explosion. Kit suddenly grabbed the big laughing mastiff by his jolly jowls and slammed a knee into his chin. Dumptruck reeled back, squirting blood from a broken lip. Freed, Kit's feet hit the ground and sprang at Mad Dog with cat-like speed, surprising the pirate, who stumbled and tripped backwards.

Kit was only after the hat; much as he would have liked to have clobbered Mad Dog for it, he would've gotten clobbered himself by these two if he tried. Baloo's cap had been dropped and tumbled to the edge of the ravine. Mad Dog snagged Kit by his ankle when he realized what he was after.

"Oh no you don't! It's _mine_ now!" The pirate tripped Kit and smushed his face in the ground, while getting up and lunging for the hat. Then he threw it at Dumptruck like a flying disc. "Catch, dummy! Don't let'm have it!"

Still holding onto Kit's airfoil, Dumptruck caught the hat in his free hand, but absently so, as most of his meager concentration was focused on the smarting of his lip. "Der little brat gave me an owie," he lamented. Then, as if realizing the sight of his own blood on his fingertip, he snorted like a mad bull. When Kit darted towards him, the pirate crumbled the hat in a fist put the bulk of his strength into a broad, heavy swing, strong enough to knock back a charging rhinoceros. In a quick leap, Kit was suddenly on top of his shoulders, and while Dumptruck teetered, tottered, and bucked to get the kid loose of him, Kit held on fiercely to his ears like the horn of a rodeo saddle, and when the moment was right and the pirate dizzy enough, Kit made a jump and almost snatched the hat, but the pirate's grip was too strong and he landed on his feet empty-handed.

"You slimy mutts! Gimme that hat!"

Dumptruck tossed the cap back to Mad Dog, and Kit ran after it. Mad Dog pushed his face away while holding the cap up high above his head, laughing at the futility of the squirt's efforts. Heavy footsteps ran from behind, Dumptruck seething into a running charge; he went to bash Kit with is own airfoil, got dodged, and kneecapped Mad Dog instead.

While Mad Dog wailed and hopped around on one foot, Kit snatched the cap from the ground. The pirates, however, were quick to get him cornered at the edge of the ravine. His only option was a jump onto the log bridging the gap, which he took by stepping quickly one foot in front of the other like walking a tightrope. Light-footed as he was, the old log creaked and rolled unstably under his feet. He lost his balance and stumbled, wrapping his arms and legs around the log while the depths of the ravine stared him in the face. He wasn't scared of the height, but the thought of a sudden stop at the bottom gave him pause.

That's when he heard a rustling behind the pirates, Don Karnage muttering accented curses as he tumbled from the slope of a cliff-side, dirty and dusty. He had landed between Dumptruck and Mad Dog, got up dizzied and angry. His usually pristine appearance was noticeably ruffled, showing that his on-foot navigation of the island's terrain was not without its share of rough patches, including, it might appear, _bramble_ patches. His coat was torn in a vertical rend on the left side, as was his trouser on the right knee, and his right hand nursed a sore spot on his lower left rib. Of the three pirates, his landing had been the least happiest. His head and shoulders were matted with a mixture of dirt and bits of greasy food and smeared sauces, adding dashes of odd color here and there, like with green onions and red peppers.

"Hey! Capt'n!" Mad Dog, eager to present their catch, went to help him up, but got snapped at like he had tried to pat a rattle snake on the head. Karnage pushed him away with force, seething and spitting dirt from his mouth. "When I get my hands on those ―" Surprised, Don Karnage paused when he saw 'the boy,' ― the primary cause of his present discomfort ― stuck helplessly in a dire predicament. A fish on a hook, a fly in a web, a bear on a log, it was all the same. A crooked smile bared his pointed wolfish teeth. It spoke a silent language that uttered one word: _payback_.

"Well, well, well," said the pirate captain, hands behind his back with a great show of nonchalance has he dawdled toward the foot of the log. "What a _small world_ after all, no? It seems like I was _just_ shooting you and your fat fool of a friend out of the sky, and look! _H_ _ere_ you are!"

Pretending to ignore the pirate, Kit tried inching his way across, but even his slight movements seemed to aggravate his peril; the soft topsoil on both sides of the ravine began to crumble under the log, and his makeshift bridge was losing its foundation. Karnage put his foot on the end and gave it a push, making it roll a quarter-turn and moving it closer to slipping away entirely. He chuckled with savage glee at the way Kit had to squirm to quickly to stay balanced.

"You know, boy," said the wolf, snatching Kit's airfoil out of Dumptruck's hand, "Watching you dangle over a harrowing height brings back memories! Remember that _one_ time? I even took your little toy and I believe I did something like... _this_."

Kit cringed at the sound of his airfoil being snapped apart over the pirate's knee. "Yeah, then I hit you on the head with the pieces. Lemme have 'em back and we'll _really_ remember the good ol' days."

Dumptruck and Mad Dog had to dodge when Karnage threw the two pieces of the airfoil away to either side. His malicious smirk had twisted upside-down, but when he gave the log another push under his boot, watching Kit make unsteady and panicked adjustments amused him. He relished the sight of Kit momentarily losing grip of Baloo's cap and making a perilous swipe downward with his arm to snatch it before it fell, at the cost of him nearly falling off entirely. It wasn't often he got to see the boy scared. Once upon a time he liked that about him, _before_ he became Baloo's backstabbing brat.

"What was that?" Karnage leaned forward and cupped his ear dramatically. "Speak up, boy, not even my own sensational ear-senses can hear you talk over all that _sniveling_." Suddenly he recoiled with an expression like his feelings had been hurt. "Oh! You don't think I would let you _fall_ , do you?" His eyes, reddened and still sorely stinging from the very stunt Kit pulled earlier to bring him down on this island, narrowed wickedly. "That might... _hurt_."

"Where's Baloo?" Kit blurted back, mirroring Karnage's expression back at him.

"Baloo?" The name make Karnage grimace like it had left the taste of bile in his mouth. "That blob of a bear, how should _I_ ―oof!" Mad Dog suddenly elbowed his boss in the ribs, not exactly realizing how close he had just come to getting a impromptu tonsillectomy when Karnage tore his cutlass free from its sheath. Before Karnage got in an 'how dare you,' Mad Dog was making desperate sidelong glances at Kit. Then Karnage glanced at the hat Kit was holding onto so dearly.

"Oh! How should I... _put this_ ," said Karnage, making a show of trying to sound compassionate. "What happened to his _pal?_ " Mad Dog and Dumptruck snickered and huddled close to his side, eager to hear and watch the impending fun the boss was about to have. Meanwhile, Kit tried to hastily measure his options, how fast he could bolt to the other side of the ravine versus how quickly Karnage could react and roll the log from the edge with his foot. The odds weren't good.

"Tsk, but boy, we were having such a _nice_ little chit-chat in this lovely dumpster of dirt you _so thoughtfully_ thought of making my planes crash into. And you want to _spoil_ it by talking about all the gruesome, gory, details of what I did to..." He inhaled deeply, in mock reverence, holding the hilt of his cutlass over his heart. "... poor, poor Baloo-ser."

"Where...?" Kit swallowed. "Where _is_ he?"

Karnage adjusted his posture so that he was leaning on his cutlass like one leans on a cane, buffing his clawed fingernails on the dirtied breast of his coat. "If you _really_ want to find him, I am sure if you look around, you might find him _here_ and _there_. Try the water! Did you know?" His grin was giddily evil. "Fat floats."

Kit shuddered, drops of sweat shook from his brow. He eyed Karnage, trying to discern the truth in his gestures and tone. Much as he thought he knew Karnage, but he just couldn't tell; the possibility, however, was jarring. "No. Y-you're _lying_."

" _Am_ I?" said the wolf. "Want to bet?"

"Not even _you_ would..." Kit fell momentarily speechless, the horrid possibilities rampant in his imagination, and his next words came out in a croak that fought back his emotion. "If you did _anything_ to him, I swear I'll... I'll..."

Karnage interrupted him: "You will _what_ _?_ "

The three pirates shushed each other and waited eagerly for an answer, waited to burst with laughter.

A tear among sweat the pirates couldn't see, but Kit was miserably aware they could see his bottom lip trembling. He bit down on it, and lowered his head until his brow touched the bark of the log, then closed his eyes. "Baloo," he whispered, " _please_ be okay."

"Sorry, boy, _what_ will you do?" asked Karnage, again cupping his ear. "Speak up!"

Kit raised his head, zeroed in on his former pirate mentor; if eyes could be said to be like daggers, his were white hot and venom coated. His reply wasn't loud, only grave. "I'll make you sorry."

An uproar of laughter came from pirates at the lame-sounding threat. They laughed like they had not done so in all their lives and were just catching up.

"Ah, boy," sighed Karnage, through tears of mirth, "always good for a few chips and giggles. No?"

At that, Mad Dog, with an expression of confusion, muttered something into the captain's ear, something that began with 'Um, boss, I think you meant...', and the rest of it made Karnage flinch and shove his lackey away. " _That_ is the highest level of disgustivity! No no, I like _chips_ better. Now, where was I? Ah yes, I was about to tell a story! This one is called the _Bear and the Big Fall."_

"Ooh, one of my favorites!" squealed Dumptruck, hands clasped together.

Karnage cleared his throat. "Once upon a time, there was an itty bitty bite-sized bear trapped between two cliffs over a _doozy_ of a drop. Could he run to the other side before his captivating captors pushed away his little bridge?" He planted his boot on top of the tree trunk, poised to give it one final, powerful shove, one that would send it rolling off the ledge. "Let's see how the story ends," he growled, baring his sharp teeth.

Kit gasped, and with no precautions jumped to his feet and bolted toward the opposite ledge. Before two strides he was tripped up by the rolling of the trunk, mere yards from safety. He gave it one desperate leap, and came up short. There was nothing left underneath him except thin air and an eventual sudden stop.

Don Karnage's voice echoed between the cliffs of the ravine and rang in his ears: "And he did _not_ live happily ever after!"

* * *

When Kit came to, the rotors of the _Iron Vulture_ roared in the air ―and his head― with unceasing clapping thunder. He opened his eyes, found himself lying on his back in a bed of fern, looking up at tree boughs and a strip of shining blue sky between the ravine cliffs. He would never remember the only two things that came to his groggy mind right then, that he had lost Baloo's hat, and he had lost his own somewhere, too. The great iron airship passed low overhead, its eclipsing shadow turning the ravine dark, having winched the last crashed CT-37 through the bomb bay doors. Then it carried up and away, the sound of its thunder waning. When the sunlight touched Kit's eyes again, he jostled awake. Then he screamed.

He had only just tried to move, but intense pain from his left leg suddenly seized him. His sight went blurry with tears, and his hands instinctively reached for the wound, but they did not feel his leg, exactly; they felt what remained of it, to his horror, not only torn flesh, but the hard edge of bared, broken bone.

When he looked, his leg was sopping in warm blood, twisted into something of a wiggly line, bone protruding from his thigh. He screamed more. He cried out for help, cried out Baloo's name, and mostly just cried out. The only reply came in the echoes of his own agony.

He had to get to the _Sea Duck_ ; at length, that was the only cognizant thought among the pain that seized over his entire body and consumed his mind. He grasped at bunches of grass and pulled himself on the ground, going by his own intuition that he was moving the correct direction toward the shore. Every inch was a fight, forcing mind over agony, his left leg dragging as dead weight. He yelled, he forced himself, pushed himself, inch by inch, foot by foot, yard by painful yard, mustering resolve that he was _going to make it_. But his cries grew weaker, his crawl became slower, and the world before his eyes grew dimmer.

At last, emerging from the foliage where silty soil mixed with pebbly sand, he could see the _Sea Duck_ bobbing in the surf. There was a moment of hope, a brief glimmer, where he cried out in what was only a shrill rasp: "Help! Papa Be―!" He gasped, short of breath. He realized that the plane's cockpit doors were open. The plane was empty. Left and right, so was the beach. Baloo wasn't there. No one was.

"Baloo?" His cheek fell upon the sand, further calls for help choked by his own sobs. The pain was unbearable, but the world was becoming dream-like. The heat of the blaring sun made the bright sand appear to shimmer with hot air, but he felt cold. Just cold. He closed his eyes, hearing the sound of the waves rolling over the shore overtaking his own whimpering. And then, at the pit of his despair, from out of nowhere he heard a stranger's voice.

"Hello? Oh! Oh my goodness." He heard the stranger huffing as if hurrying to his location, the rustling of foliage, and seconds later felt a hand on his shoulder. "It's okay, son. I'm a doctor. Sort of."

Kit stirred to face the stranger, yelping sharply, but his sight was too blurry, too dizzy; the sun was bright on his face and all he could make of him was a vague silhouette against the sky.

"Shh, easy now. Let me have a look at that leg." The stranger's voice was then muffled, as if putting his hand against his mouth to keep a gagging reflex in check. "Oh... oh, my."

"It hurts," wailed Kit weakly; it had taken all the strength than he could muster to say two words.

"I bet," huffed the stranger. "Er, I mean, just try to lay still. No no, head back. Don't try to look at it. It's going to be okay."

There was a whirring sound, mechanical beeps, and a female voice spoke. To Kit, she sounded like her voice was coming from a radio speaker, one with astounding clarity, but just a hint of electronic fidelity. "Is it wise to intervene?"

"We're way past that now, don't you think? _Of course_ we're going to intervene."

"Doing so will directly alter his chronological ―"

"I know," the stranger asserted, "but he's just a kid. We have to help. Now give me an assessment."

There was more whirring noises, more beeping. The female voice announced, "Aside from the obvious compound fracture of his left femur, scans show severed tendon of the left knee, and three fractures of the left fibula. His body temperature and vitals indicate that he is in hypovolemic shock. He is losing consciousness ― he should _already_ be unconscious. His current odds of survival are at eight per―"

"That's enough!" hissed the stranger, aside. Then, to Kit, he said, "It's going to be okay. Hey, listen to me. I'm going to get you help, okay? Okay. Ooookay. We'll just, uh... let me see... oh dear, we need to stop that bleeding."

"Yet we are without even basic first aid materials," said the female.

"We'll have to make do," said the stranger.

Kit heard ripping noises of fabric, clothes being torn by the seam. "No... hel... help Baloo," he managed to say. "He needs help. _Please_ _."_

"Gaia, transmit an SOS on a long-range omni-frequency," said the stranger. "Simulate a ― heck, I don't know ― a _pilot's_ voice on their radios, tell them there's a child in need of urgent care. Don't stop until you hear a response."

The female voice responded, "I've always wondered when my knowledge of early-twentieth century aviation jargon would be put to practical use. Contact! Pull chocks! Transmitting now. Stand by."

"Son? Listen to me, now. You need to hold still. We've got to put a compress on your leg. I'm sorry, but it's going to hurt."

"But Baloo... gotta find..."

"I'm also running a database check on the name Baloo," said the female voice. "The name shows several returns in periodicals from this decade, and a biography published posthumously. I surmise with ninety-eight percent likelihood that this child's name is Kit Cloudkicker, twelve years old. The airplane on the beach is the _Sea Duck_ , from Cape Suzette."

"Update the SOS broadcast with their names," ordered the stranger. "There could be pilots out there who know them."

"Done," said the female voice.

The stranger grunted as he leaned over and reached for something on the ground, and there was a sound of wood being snapped apart. Kit felt the taste of bark pressed against his lip.

"Shh, listen. It's as rudimentary as it comes, but I want you to bite down on this stick. Bite down as hard as you can. It'll help take your mind off of ― well, it's going to help. Okay? Come on, there you go."

Kit complied, though uneasily, and clenched his teeth around the stick. The stranger's shadow left his sight, going somewhere near his feet; he squirmed and yelped when he felt something wrap around his sundered leg. He squirmed in pain, but the stranger coaxed him to stay still, stay still… Kit _screamed_ when the wrapping around his leg was tightened, the pain intense as if his leg was being crushed. He bit through the stick and left it in splinters between his teeth.

"Easy! _Easy!_ " said the stranger; through the maddening pain, Kit felt hands pin his arms to the ground. "It's okay, it's over! It's over. You're okay. You're doing fine." Kit repeated screams became faint with exhaustion, and he felt the stranger's fingers against his cheeks, wiping away the smear of tears and sand away from around his eyes. "You're a real trooper, son. You're going to be okay."

"A nearby aviator has responded to the SOS and is inbound to this location," announced the female voice. "ETA is fifteen minutes. You were correct, she reciprocated to the child's name, but is inquiring as to the identity of the voice issuing the distress call. How should I respond?"

"Pfft. Tell her we're stranded time travelers from the twenty-fifth century."

"Done."

"Done? Are you _not_ programmed to detect sarcasm?"

"Yes, as well as being programmed to amuse myself with passive-aggressive responses. Additional information: an Uslandian naval convoy one hundred and twenty miles to the northwest has also just responded with an offer to assist. One of their vessels is fitted with medical facilities. I am coordinating with the inbound pilot to deliver the patient to them. If it comes together without delay, I calculate a significant increase to his chance of survival."

"Thank goodness," said the stranger. "Here that, son? Help's on the way. You'll get to a hospital soon."

"But Baloo, you gotta―" Kit's words faded into a long, pained groan. With a sharp gasp, he forced the words, " _Find_ Baloo."

"There's... nobody else here," said the stranger, with hesitation. There was a bit more lingering in his tone than hesitation, like a touch of remorse. Or guilt. "I'm sorry."

"What are _we_ going to do?" asked the female. "The pilot coming to assist will ask questions."

"I don't know. Hide? But this guy he's calling for, Baloo, he must have been the one. Tell me this kid didn't just get orphaned."

There were beeping and whirring noises. Kit tried to see them, but his overwhelming faintness and the sun in his eyes made it impossible. The world to him went dark, and he couldn't speak another word. But for a time, he could hear.

"Ancestry documents show no information for Kit Cloudkicker," said the female voice. "It's likely not his birth name. I've found Baloo, but there is no offspring mentioned, though peripheral data indicates the child is his ward. They were employed as pilot and navigator for Higher for Hire, a courier service running out of Cape Suzette. The child's name only shows in school records for one year, Cape Suzette Elementary, sixth grade. Ah, and there it is. I've found a document that confirms my earlier warning about directly altering the subject's chronological course."

"Oh?"

"It's a coroner's record for one Kit Cloudkicker. He died today."

* * *

Their day had begun innocuously enough, leaving in the morning to deliver a half ton of hankies to the good people of Schnozberg and their long-suffering plight against allergy season. On their way, they stopped at Pho Xi's Wokka Wokka Wok on the outskirts of Walla Walla Bing Bang to grab some eats for the road; or in their case, the sky.

"You _gotta_ try it with the chopsticks," laughed Kit. He had one in each hand and was stabbing at carton of chow mein, and for his efforts was wearing more noodles than he was getting in his mouth. "Ha! Aw man, what a mess."

"I'll stick to good ol' spoons and forks, thanks," said Baloo, though for his own part he was using no utensils, just knocking back a carton of fried rice while steering the _Sea Duck_. "Besides, looks like _way_ too much work if ya ask me. Whoa! An' here I thought ya were a lil' _old_ to need a bib."

Kit made a face at him and began picking up the spilled morsels from his sweater bit by bit, eating them all with smacking lips. "Like you say, when in doubt, it's all finger food."

There were several more cartons spread on the cockpit floor between their seats. Kit glanced over the handwritten labels on each, picked one up and stabbed into it with the chopsticks, making unintended skewers. Each carton they opened proved to be its own little pleasant surprise, because when they ordered the food they really had no idea what they were in for; they just pointed at whatever made them smile on the menu, which was pretty much everything.

"Mmm, that's good! You wanna try a wonton?"

"Whatsa wonton?" Baloo asked.

"Itsa _wonton_ you to eat it, that's what."

"Then who'm I to argue? Here, put 'er over home plate, ace."

Kit chucked the dumpling at Baloo's open mouth, and Baloo caught it like a trained dog catching a treat. "Mm-mm! Dee-licious."

"I'll say," said Kit, words muffled from full mouth. Then he traded that carton for another and scraped some of its contents into his mouth with a chopstick. "Wontons, moo goo gai pan, chow mein... you know, this is the only food I can think of that's as much fun to say as it is to eat. Ah! Ahh!" Eyes suddenly watery, he stopped chewing and began fanning his tongue with his hand. "Whoa! Watch out for the red peppers in this one, they're killers!"

Baloo laughed, and his right hand reached low for whatever his fingertips could fish from the take-out spread. He brought back up a small paper bag. "Lessee what's in here. Huh, a couple fortune cookies. Man, I haven't had one of these in _ages_ _."_ He tossed one to Kit. "All right, kiddo, you first. Let's hear."

"Ugh, gimme a minute. That was seriously _hot_." Kit wiped his nose on his sleeve, while sucking in cool air in his mouth. Then he bit an end off the fortune cookie and removed the small sliver of paper inside with his teeth. He read it out loud: "When one door closes, another door opens." He shrugged, unimpressed. "Bor-ring."

"Be nice if it said somethin' ya could use, like, 'Put down a fiver on Happy Hooves in the third.'"

"Well, let's see if Happy Hooves made _your_ fortune."

"Comin' right up," said Baloo. He cracked his cookie open in his palm and sifted the pieces with thumb until he found the small print on the paper. "Says, 'Big winds come from empty caves.'" He blinked. "I don't get it."

"I do," snickered Kit. "You oughtta save it and show it to Miz Cunningham. She'll think it's funny."

Baloo shrugged and slipped the tiny piece of paper in his shirt pocket, then surveyed the cartons between him and Kit yet waiting to be opened. "All right, now what else we got―?"

He was interrupted by a voice suddenly speaking over a radio, one that was accented and instantly recognizable and made pilot and navigator cringe: _'Uh-oh!_ I _spy with my pirate eye ― both of them, that is ― Baloo and his yellow sitting Sea Duck!'_

"Aw, nuts," muttered Baloo. "So much for a beautiful day. Where're they― yikes!" A string of bullet holes suddenly appeared over the _Sea Duck_ 's nose, and three CT-37s flying in a triangle formation were speeding toward them from high on the right side. "Answers _that_ question. Hold on to the chow, kid, I'm gonna lose these yahoos!"

"Wait, look!" Kit pointed out the window to Baloo's left. There, a mountainous island cloaked in a bright forest stood mighty and lonely in the open sea, rising cliffs, twisting valleys, and spire-like peaks. In the hands of a capable pilot, it was an amusement park. "Do a do-si-do around that island, Papa Bear. I'm gonna serve 'em some _takeout_."

Kit armed himself with his airfoil and a carton of the entree with the spicy red peppers; never mind the kid going surfing with bullets flying ― that was nothing new ― something else owned Baloo's dismay: "Aw, but who's gonna hold on to the chow?"

"Sor-ry," Kit sang as he headed into the back. "You _could_ just take it easy on the turns."

"Yeah, _that's_ gonna happen," said Baloo. "Now you be careful!"

"You first!"

"I hate when he says that," Baloo muttered. He adjusted his cap snug on his head, turned the plane speedily toward the island while lowering the nose, and hit the lever that released the cargo doors. _Careful_ was a relative term for anyone who was accustomed to jumping out the back of an airplane at two hundred miles an hour and six thousand feet altitude, all without a parachute. The cargo doors were hardly half open when Kit burst into full sprint and leapt out into the open sky, snatching the handle of the plane's tow-rope at the last second.

The rope winched out twenty yards and Kit juggled the rope, airfoil, and special surprise until he got his footing, all the while weaving wide left and right. The pirates were now on the _Sea Duck_ 's tail, and Kit's, and moving in fast. Kit wrapped the rope around his left foot and waved at the lead plane, Karnage's tri-wing, and smirked when its nose started following him instead of the _Duck_. In a sense it was like fishing; Karange was the dumb trout rushing in mouth open and oblivious to anything but the next bite, and Kit was the shiny lure.

In seconds the pirates were only yards away, speeding in even closer, and Kit's smirk turned into a 'yikes!' when Karnage opened fire. The pirate jinked low and high in a semi-circle, trying to follow the brat on the board, and unleashed a spray of bullets that nicked the rope and buried several rounds into the _Sea Duck_ 's right engine. Smoke began to trail from it immediately.

"Hey!" Kit shouted at the pirate captain, who was suddenly nearly shoulder-to-shoulder with him. "Watch where you're pointing that thing!"

"Then _hold still_ and stop buzzing around like the fuzzy fly!" Karnage shouted back, gritting his teeth. By that time, Baloo had reached the island, and all four planes were skimming above a rolling forest of tropic treetops.

"If you're not nice, I'm not gonna show you what's in my box!" said Kit, presenting the carton in his hand.

Karnage narrowed his eyes at him. "And _what_ is that?"

Just when Kit thought he was never going to ask. "Kung Pao chicken! Extra heavy on the _pow_ _!"_ And _POW_ it went, smashed into Karnage's face and exploding in an oily, spicy mess. The pirate shrieked and wiped at his eyes frantically, and, whilst his hands were off the stick, his plane rolled away into the trees and was swallowed whole.

One down. Kit laughed so hard he had to catch himself before he doubled over and lost his balance. "Hey, where ya goin'?" he shouted. "Don'tcha wanna try the sweet 'n' sour pork?"

Dumptruck had been right behind the captain, and sneered as he put Kit in his crosshairs, staring down the nose of his plane and the spinning propeller with one eye cocked. Kit just smirked at him. "Aw, this never gets old."

Baloo had taken the _Sea Duck_ into a sharp left around one of the rocky spires that towered over the trees, then wove right around another. Kit followed his turns, feeling the air push hard against his board and hiss under his feet. Dumptruck tried to stay with them, but his turns were wobbly, and a glance back Kit saw that he was getting dizzy. It gave him an idea.

Kit zipped to the right, Dumptruck followed him. Kit zipped to the left, Dumptruck followed again, missing wide with a couple blasts from his plane's machine guns. Kit went up, went down, went diagonal-wise, all the while with the topper-wearing brute haplessly trying to square him away for a shot.

"C'mon, you even _trying?_ " laughed Kit. He maneuvered just above the Dumptruck's plane, taunted the pirate with a shake of his rear and began to sway his board from side to side. He swore he could _hear_ Dumptruck snort and curse even over the noise of engines and wind, and with renewed and seething vigor, Dumptruck wobbled his plane to line up a shot, swaying left and right as the kid did. Kit started swaying faster, first in semi-circle, then began rolling in a full circle. Dumptruck followed in suit, rolling his plane, lining up that shot, not quite realizing or caring how the world was spinning, even when Kit was doing rolls so tight and fast that he appeared to match the blur of the CT-37's propeller. Then Kit eased off and banked to the side to watch the show.

Dumptruck's plane was still rolling, veering aimlessly away from the _Duck_. "Ooh," the pirate groaned, "Dis merry-go-round is _not_ fun." His plane rolled, rolled, and rolled until it plunged into the trees, sending a big plume of leaves into the air.

Two down. Kit raised a triumphant fist in the air and cheered _'Wa-hoo!'_ Baloo's arm stretched out of the cockpit window with an enthusiastic thumbs-up. That's when Kit noticed something Baloo perhaps had not, that the right engine was now heavily smoking. "Baloo! Check starboard! Check―!" A string of bullets whistled past his ear. Mad Dog must have learned a thing or two watching the others; he was keeping his distance and trying to snipe a good shot in.

Kit turned his head toward him and gave him a dirty look. "Oh yeah, wise-guy?"

Little did Mad Dog expect that the brat would let go of the rope. Kit flipped backwards in a long and high arc. Mad Dog squinted against the sun to track him, then yelped and ducked when it appeared the kid would land right on top of him. Instead he heard a thump from around the tail of his plane, and two hands suddenly wrapped around his eyes. "Guess who?"

"Hey!" protested the pirate. He tried to pry Kit's hands away. "Get off me!"

"No! Don't let go of the stick!" cried Kit. "You'll crash!"

At that, Mad Dog nervously felt for and grabbed onto the flight stick with both hands. "B-but I can't see!"

" _I'll_ be your eyes! Go left! Now right, hurry! Nose up! No, down, down! Left! Right, right! The _other_ right! Where you goin', I said up! Oh no, sea monster! It's gonna eat you! Aaaauuuughh!"

Mad Dog screamed, and by then had haplessly lobbed his plane in all sorts of directions.

"Love to stay, but I got another plane to catch," said Kit. He jumped off and took to his airfoil, uncovering Mad Dog's eyes and leaving him with the dreadful realization that his plane was in a steep nosedive. He yanked back hard on the stick to pull up, but the plane caught on the treetops, skipped and rolled in an explosion of leaves and finally sank beneath the boughs.

Three down. All in a day's work, thought Kit a he circled over the island on his airfoil. Baloo had swung the _Sea Duck_ around and was coming back for him, while Kit waited expectantly. Theirs was like a circus trapeze act, in that nobody ended up with a broken neck (or worse) because the one knew what the other was doing, knew their timing, knew their maneuvers. The difference was, they never rehearsed any of this.

Moments before, Baloo had noticed the smoke from the right engine and was not unworried, but couldn't help but slap his knee and chuckle and the sight of a clear, pirate-less sky. He saw Kit give pointing at his right wing as he zipped past him, and kept the tow rope dragging along at just the right altitude, just the right speed. He glanced back and made sure Kit caught it, which he did, but unexpectedly the rope snapped as soon as it was taut. Kit went tumbling downward, wobbling to a steady glide into the heart of the island.

"Kit!" cried Baloo, out the window. "Hold on, I'll get ya!" The _Sea Duck_ had just darted beyond the fringes of the island's coast, where Baloo swung the plane into a fast and tight right turn over the water, when a mechanical _pop_ burst from the right engine, one that made his gut feel like it had sunk into the cushion of his seat, more so than the gravity of the turn. He rubbernecked to his right, seeing the flash of flames spewing from the shaft of the propeller.

Now Baloo didn't know a whole lot about the laws of physics. He couldn't tell you that objects in motion tend to stay in motion, or that for every action there is an equal and opposite reaction. What he could tell you ― Pilot Thermodynamics 101 ― is that airplanes on fire _tend to explode._ With that in mind, he brought the plane down in a hasty landing upon the surf of the shore, raced in the back for a bucket, jumped out and waded to the engine, and gave it a dousing of seawater until the smoke dissipated.

That finally done, he heaved a heavy sigh and turned to the island. Before him was plenty of sand, trees, and rising heights. Definitely no sidewalks or street trolleys. An elevator or two wouldn't have hurt this place.

"Well, Becky's always tellin' me to go take a hike," he muttered, and plodded onto the beach. Not far was where a great cliff rose, split in two by the end of a ravine that was crowded with giant, fanning plants. He began there, hollering Kit's name. No one replied.

After a time, it became apparent to him that following the bottom of the ravine was going to yield him no luck, and when he found where long, narrow ledges in the cliffside zig-zagged a means to the top, he opted to climb for higher ground, a decision he regretted about within about the first four feet up. Bears of his particular shape weren't meant for rock climbing. _Nothing_ of his particular shape was meant for _any_ climbing, except into a hammock. Every other minute, between balancing himself while side-stepping one ledge and pulling himself atop another, he bellowed Kit's name. Birds chirped and squawked, flying overhead, but Kit's voice was not to be heard.

Baloo kept climbing. He was certain he was going to be an old geezer before he ever reached the top, and at last when he did, he was out of breath. By then he could hardly wheeze Kit's name, and his hiking became more like crawling. The island seemed a lot bigger on foot than it did from the sky. He stood up, aching knees wobbly, and fanned his face with his cap.

"Kid, where _are_ ya?" he muttered. "Ki-it! Kit! C'mon, Lil' Britches, _answer_ me."

He stumbled down a grassy incline into the thick of the trees, not begrudging gravity to help him with a little bit of the legwork. It wasn't long before he felt he was just getting himself lost, another lousy time to have to navigate without his navigator. He couldn't even tell in which direction he had left the _Duck_. All he knew was he surrounded by trees, bushes, and gullies, all entangled in a rolling terrain with steep climbs and sudden drops, and Kit was still not answering him. All he could do was trudge forward, and he did, aimlessly, until a voice yelped nearby.

Baloo's hopes brightened, and he dashed in the direction he had heard the sound, cutting through thick ferns. "Kit? That you?"

"Capt'n? That you?" the other replied.

"It don't sound like der captain," another said.

"Uh-oh," frowned Baloo. Not Kit. Not good. He glimpsed Mad Dog and Dumptruck through the columns of trees, and caught the silver flash of sharp steel in Mad Dog's hand. He crouched down and did an about-face, but the pirates were approaching twice as fast than he could sneak away. In seconds they were close enough for him to smell the gunpowder of their muskets, only a few yards away.

"Boss?" called out Mad Dog. "You there?"

"Uh, nope, not here!" Baloo answered. "Try the _other_ side of the island."

"Oh, okay. Thanks!"

"Don't mention it."

"Ugh, _told you_ we shouda gone der other way," sulked Dumptruck.

Baloo crouched still and listened to the sounds of them bickering and the rustling through the foliage, both sounds growing distant. The pirates were going away. He exhaled a big windy _phew_. Even he was surprised he got away with that one. Until the sound of the rustling stopped, and the bickering silenced. He could practically hear a little bell that must have simultaneously rang inside of Mad Dog and Dumptruck's heads.

"Hey! It's fatso! Get'm!"

So much for stealth. Baloo ran, huffing and puffing and stumbling over fallen boughs and knots of thick roots growing from the bases of the trees, one of which he tripped over and landed on his belly. It was a hard and splashy landing into a muddy rut, which carried him downhill like a slide. He cried an _'oh no!'_ as he began picking up speed, seeing that the end of the ride was a precipice and a shaded gully. To slow down he grasped at anything he could, but only flung loose dirt, blades of grass and more mud. His cap flew off and he couldn't catch it. He went over the edge and yelped, tumbled in mid-air, and _crashed_...

...into a seat?

To be sure, it didn't help that he was upside down, but it _felt_ like a seat. In fact, it felt like a cockpit, as he seemed to be squished between a seat and a console with levers, gauges, and buttons. When he tried to wriggle himself upright, his arm swung and hit one of the levers, cranking it downward.

Then he heard a hum, mechanical like an engine starting, but smoother than any engine he had never heard before. The seat began to shake smooth as a kitten's purr and levitate from the ground. He raised his head up to see bright lightning surround him like the shape of a fishbowl, and though he couldn't feel himself moving, the world before his eyes started spinning, faster, faster and faster, until everything was a blur, and faster yet until the blur became thousands of straight, horizontal lines of infinite colors. The humming grew in pitch until it was a squeal, and all the while the lightning raced around him in every direction, stronger and brighter, until everything was so bright that Baloo cried out and covered his eyes.

All that chaos, then, subdued as quickly as it began. The humming of the engine stopped, and the seat dropped abruptly on the ground. The bright light was gone. Baloo felt water on his head and opened his eyes. It was raining ― actually, it was storming.

The trees overhead bent in the wind, boughs flailing and leaves lashing about. The chill of the gale hit Baloo, suddenly blasting him with iciness, and took him by as much surprise as if he had been hit by a truck instead. Only twenty seconds ago, there was only sweltering mugginess, and a bright, hot sun pouring shafts of light through the thick of the trees from a clear blue sky.

He stumbled away from the strange contraption he fell upon, and when he looked it over, he was as confused over what it was as he was about how the weather had changed at a snap of a finger. It was _like_ a cockpit, except it was missing a plane. It looked something more like a steel bathtub with a chair in the middle of it. Behind the seat was a spherical steel casing with a flawless, mirror-like polish to it, which made up about half the overall size of the entire thing. Plane, bathtub, or whatever else, it was a strange place for it to be, but it wasn't helping him find Kit any quicker. He had more pressing matters to concern about.

It was hard to tell if he was even in the same place. Trees were trees, and dirt was dirt, after all. He tried to look for the direction in which he fell, to see if the pirates were still on his tail, and maybe find his cap if he could. He really had no idea which way that may have been, though, and made a quick decision to just crawl out of the gully and keep his head low.

"Gotta find that kid," he muttered to himself, hands and feet splashing in mud. At the risk of the pirates finding him, he shouted for Kit several times. No one responded, friend or foe. It might be that the pirates no longer being around was a bit of good news, but no Kit, either. He was yelling loud enough, that he was sure. Something was _off_.

He paused and wrapped his hands around his confused head, trying to piece together some semblance of logic. "Okay, okay," he said, eyes up as if he was addressing his brain. "That whacky contraption was prob'ly part of an old plane that wrecked here a long time ago. An'... I must've hit my head on it, and it conked me out for awhile, an' I dreamed all that noise an' lightnin'." He had said that much while forcibly not acknowledging his own doubtfulness, for he knew he had no aches or bumps on his head. "An' Kit... aw, Kit prob'ly found the _Duck_ and's sittin' there waitin' for me. Yeah! I just gotta go back to my plane, that's all. He'll be there." He chose a direction and stepped hurriedly, taking his best guess of where he had landed, his hands shielding his brow from the torrents of rain pouring through the treetops. "Lil' Britches, _please_ be there."

He jerked to a halt when his path was blocked. Something suddenly met him, a round object floating in front of his face. "Hello! You must be Baloo," it said, with a woman's voice. "I have urgent need of your assist―"

"Aaaugh, mosquito!" screamed Baloo, and he swatted at the object with a powerful swing, knocking it far away and against a tree trunk, where it bounced harshly, fell into the bushes and did not come back up. " _Big_ mosquito. Big... _talkin'_ mosquito. That knew my name. An' looked like a baseball just floatin' in thin air. I'm... I'm goin' loopy! Ugh, I gotta go home an' lie down for awhile."

He double-timed his pace, onward to the _Sea Duck_ , or so he hoped. He remembered he had landed on the shore, so as long as he found a beach, he figured at worst that he could do a lap around the island until he found his plane. Eventually, lashed by wind and rain, drenched and muddy, he found a beach, but not his plane; instead, to his his surprise, there was a small yacht anchored not far from the shore, rocking in the unruly crests with no lights on, and a white seaplane beached upon the shore that was getting ravaged by the incoming waves. It was a little larger than the _Duck_ , two engines and a broad boat-like fuselage, though a particular model Baloo had never seen. A nervous pilot stuck his head and shoulders out the cockpit door and waved him down. "Over here!" he shouted, his voice barely audible to Baloo over the howling of the wind. "Let's go with the cargo! Where's it at?"

"What're ya talkin' about?" Baloo shouted back. His feet dug a string of craters in the wet sand as he approached the plane. "What're _you_ doin' here?"

"What am _I_ talkin' about?" The pilot nearly fell out of the cockpit when a wave crashed against his plane. He was a blue-eyed, mousy-brown rabbit, ears draped over the shoulders of a yellow rain coat, under which he wore a black, buttoned shirt. He wore a black cap, too, with silver wings embroidered over the visor. "You know what, forget this! You can keep your money, I'm bailin'!"

"Hey, wait a minute!" shouted Baloo, running towards him. "You seen my plane?"

"You mean that's not _your_ boat? You're not one that called me to meet him here?"

"Not _me_ ," said Baloo. "I need to find my plane! We got hit by pirates, I had to bring 'er down!"

"Pirates? Here? This is a _hurricane_ , there's no pirate stupid enough to be flyin' through it. Just a dummy like me!"

"No, really, they―!" Another wave rocked the plane, and the pilot stumbled out from cockpit and splashed in the murky foam, whilst a gust of wind knocked Baloo on his rump.

"Holy cow!" griped the pilot. A lot of good his rain coat had just done him. He got to his feet and staggered to keep himself upright in the fitful water. "I can't just hang here anymore, my plane's gonna get wrecked! You tellin' me you're stranded here?"

At that question, Baloo felt numb all over, more so than just the effects of the weather. He muttered but one all encompassing thought about his plane, about his whereabouts, about everything: "I don't know."

"Come on, get in!" the pilot told him, "Get in! I'm gettin' out of―oof!" A large wave suddenly smashed into his plane, and the side of the plane against his head. Baloo raced to catch him as he fell limply into the water and brought him up just as his head went under. Then, hoisting the rabbit over his shoulder, Baloo climbed into the cockpit, where he put the groggy pilot in the co-pilot's chair. He didn't have time to ask permission, he just started the plane and assumed control.

"Hey, whaddaya think you're doin'?" blinked the rabbit.

"Gettin' us in the air," said Baloo, revving the throttle. The plane jutted backwards, powering against the elements, bouncing like it had back legs on a trampoline.

"Are you crazy? What do _you_ know about takin' off in a hurricane?"

Baloo showed him his answer instead of speaking it. In mere seconds he had whipped the plane around backwards so it was facing the open sea, cut the throttle, flipped cascading switches overhead that made the engines move forward again, then throttled up again. Despite the onslaught of the wind and waves, the plane sped ahead. Meanwhile, the rabbit watched on; Baloo was weaving the yoke with an ease and instinct comparable to what most may use for the act of walking. Baloo smirked as the plane took flight.

"Weather like this can get ya spooked," Baloo explained. "But just as long as ya know what yer plane can do, ya don't gotta sweat it."

"H-how did _you_ know what my plane could do?"

"Well, I was kinda crossin' my fingers. How's yer head?"

"It's fine. Look, thanks for your help, but if it's all the same, I think _I_ oughtta be the pilot around here."

Baloo shrugged, got up and switched seats with him. "No problem. Just do a circle around, huh? Kit and my plane are still down there somewhere."

"Kit?" The pilot made a face at the name. "Kit _who?_ "

"Kit _my navigator_ , that's who. He's only twelve. Ya gotta help me find 'im."

"But I circled the place when I got here. There's _no_ other plane around here."

"Ya must'a just missed it, is all. I didn't _swim_ here, ya know."

"Well then who's boat is that?" the pilot asked.

"Never seen it before. Wasn't there when I got here."

The rabbit scowled, frustrated. "There's no one on it. I skimmed by it before I landed. No one's answering the radio, either. When I say I circled the island, believe me, I looked! There's no planes down there. I was supposed to meet a guy who hired me to fly some sorta contraption outta here. Pretty sure I've been stiffed."

"Just look, _please?_ " said Baloo. "I won't leave without him."

Shaking his head, the pilot obliged, following the coast of the island off the plane's right side so Baloo could see everything from the side window. And that Baloo did, with his nose pressed eagerly to the glass.

They went around once. Then twice. The beaches were empty. If Kit were deeper in the island, lost in the trees, he was smart and resourceful enough to signal the plane somehow. There was nothing. The third time around, done to Baloo's fervent insistence, yielded the same results.

"See? No planes down there. Twelve years old, huh? He doesn't know how to fly, does he?"

This fella had no idea what a complicated question that was, but it put to Baloo's mind an image. "He took off with the plane," he muttered, shocked. "Why would he _do_ somethin' like that?"

"Maybe he saw this hurricane comin' and thought, 'boy, I should probably get the hell outta here.' Huh?"

Baloo gave him a look. "Kit wouldn't do that, not without _me_."

The pilot cringed. "Gah. You named your kid Kit?"

Baloo was awful confused by the question. "I didn't ― I mean, he's not my―" Suddenly he bristled. "Wait a minute, what's _that_ supposed to mean? What's wrong with his name?"

"I'd just think he'd get teased a lot nowadays," shrugged the pilot.

With the knowing that he was at this pilot's mercy for help, Baloo choked down the argument he was about to get into and tried to focus on the issue at hand. "Okay," he muttered to himself, in concentration, "Kit's got the _Sea Duck_ , but where did he go. _Why_ did he go? Would'a only had one engine... he must'a got into some sorta trouble, some emergency, that's the only way he'd ―" Baloo paused when a dreadful thought crossed his mind, and he bit the top of his knuckle. "Unless the pirates took 'im. Or..." An even more dreadful thought came to mind, images of his plane blasted and sunk under the waves, images of Little Britches ― he felt his chest tighten as like to suffocate himself. "Oh me oh my, no. No! Buddy, you gotta land this plane! He might still be down there, needin' help!"

"Land? What're ya gonna do, turn over every rock yourself?"

"Yeah, just maybe," said Baloo. He already had his hand on the door handle as if ready to step out at a thousand feet. "Whatever it takes. C'mon, let's go!"

"Will you calm down? It'll take _weeks_ to search an island like that. You can't do it yourself and I can't wait for ya."

Baloo was biting down on his knuckle, surveying the size of the island. "Yer right, but I can't just ― I mean, what if he _needs_ me?" He fell against the back of the chair, stiffly. He ran both hands over his face and sighed heavily. "Nah, he's okay. He's gotta be okay. It's Kit, after all." With his eyes closed tight, he put all of his concentration into what to do next; an idea popped into his head, and he snapped his fingers. "Wait, _Louie's_ is just a few hours from here. If Kit _had_ to split with the plane, that's where he'd go. If not, I'll get all the help I need there to come back and find 'im."

"Louie's?" the pilot repeated, incredulously. "That old hermit? What help would _he_

be?"

"Ol' hermit?" Baloo took offense, but he saw that the pilot was being sincere, not flippant. "That's one of my best pal's yer talkin' about."

"That old hermit," the pilot repeated, insistently. " _Your_ best pal?"

"What're you talkin' about, ol' hermit? He's got the swingin'-est place around."

"Maybe a long time ago, before the pirates did a number on his island."

"A long time ― wait, what? When did _that_ happen?"

The rabbit shrugged. "Five, ten years? When's the last time you were there?"

"Just a couple days ago."

They both gave each other a look as to accuse the other of being bat-snot crazy.

"Listen, much as I'd like to help find your kid, I can't exactly fly all over the world here," said the pilot. "I'm headed back to Freeport. You're welcome to ride along. You can talk to the cops and I got a buddy there who rents planes. I can get you a deal."

"Can't ya just take me to Louie's?"

"It's a waste of time." The pilot sighed, knitting his eyebrows as he considered the plea. " _If_ I do, it's the only stop I'm makin' out of the way. Fair enough?"

Baloo nodded. "I 'preciate it. I really do."

* * *

His name was Jim and he did what Baloo had done once upon a time, that running his own flying courier service. With that much in common they still found themselves with little to talk about. There was a lingering uneasiness, if not apprehension, between the two, because all small-talk eventually ended with each of them feeling like the other was living on a different planet. It began with their different opinion on the condition of Louie's island. They also couldn't seem to agree on who won last weekend's baseball game, the location of the _Spruce Moose_ , or that Thembria had a High Marshall.

Thus, it was mostly a quiet, awkward flight. Baloo was thankful when he finally saw the familiar shape of Louie's island forming form the misty horizon. As they got closer, however, his thankfulness turned to despair.

"But that's not..." he stopped short of what he was going to say. Even if all the strangeness that had suddenly set upon him had left his mind feeling like it was swirling down the drain, he _knew_ that island, its basic shape, the bends of the beach and the rocky rises towering from its heart. It was Louie's Place, but it wasn't. Gone was the big sign upon the rocky peak that once lit up in colorful light bulbs spelling out his good friend's name in humongous letters. Hundreds of times Baloo saw those flashing lights late at night in the distant horizon, a lighthouse in its own special way, one that may not have warned against shallow rocks but beckoned instead to one and all that they were only a few minutes from a safe place and a good time. The long dock that had parked dozens of planes any hour of the day, outfitted with a gas station and a full staff, was reduced to a stub of a pier where a small, single-seat bi-plane roped by its pontoon bobbed the choppy water. The main building itself, the thatch and bamboo clubhouse meshed from and old shipwrecked galleon and the biggest treehouse in the known hemisphere, the halls of which around the calendar held the biggest, loudest, and wildest parties on land, air, or sea ― Baloo had to rub his eyes at his own disbelief at what was plainly in sight ― it was all gone. There was just a shanty nested meagerly in the timber ruins of what should have been the clubhouse. The mighty tree it sat under was bare and broken, the ladders and balconies built into its thick branches were all but destroyed.

There were no customers, no staff, no livelihood. Just a ramshackle hovel in the middle of the wide ocean.

Upon landing just off the shore, the pilot, slowly and carefully taxiing to avoid a collision with the pier amid the rocking waves, only brought the plane close enough to the pier so that the edge of the right wing was over it. Baloo could hardly blame him; with that little plane already tied there, there was no room to dock, and he didn't need any instructions that he was meant to do: climb out onto the wing and jump off.

He thanked the pilot Jim, who wished him luck ― though in a sympathetic tone that implied that he knew better. They never saw one another again.

Lightning flashed in the horizon, and Baloo took light and uneasy steps toward the ruins of the club. A finger of smoke rose from a bent pipe chimney on the roof, getting dashed away by the wind. He didn't recognize the bi-plane tied to the dock, but it had long ago seen its best days; it was dented, creaking as if its bolts were about to burst any second, and covered in rust, its last coat of paint long gone.

Slowly, he pushed open the bamboo door. It was dark inside, save for a fire burning in a wood stove, flames reflecting on countless shiny objects on the walls. It's cozy warmth breathed hot on Baloo's face as he peered inside.

"Louie?"

"I'm closed! Go away!" shouted a reply in the shadows, and the next thing Baloo knew knew, a coconut was hurling toward him and struck him on the mouth.

"Ow!" he yelped, but he knew that voice, and for that matter, he knew that coconut toss. "Hey, stop that! It's only _me_. Are you okay? What the blazes is goin' on? What happened to yer digs?" A silence ensued on the other end. Baloo squinted to see in the dimness, uselessly feeling for a light switch around the doorframe. "Louie? Ya there?"

Breathlessly, after a long moment, Louie replied, "Baloo?" A match lit, then a lantern, and as it approached Baloo they each saw their old friend's visage in the meager glow. It was hard to say who was more surprised.

Baloo recoiled at first as if set upon by a ghoul. Louie looked awful, skin sagging from under his chin, hard wrinkles creasing his face, bald head splotchy with liver spots, and the fur around his head pale gray. Baloo always enjoyed some good natured ribbing between the two of them about who was looking older the fastest, but this was serious. Scary, even. Louie suddenly looked so frail and ill.

"L-Louie," he stammered, "What _happened_ to ya?"

"It can't be," Louie only managed to whisper, after a hard swallow. He raised a wrinkled, shaky hand and ran it over his bald pate, yellowed eyes gaping at the sight as if witnessing a supernatural miracle. Then alarmed, he backpedaled, dropped the lantern, and clenched his chest. "This must mean I'm a goner," he bemoaned. "Baloo's come back from that great runway in the sky to pick me up!" He paused at that notion and gave Baloo a skeptical look. "Wait, we _are_ goin' up, right? I've been good, I swear!"

"What're you _talkin'_ about? I came back lookin' for Kit an' the _Duck_. Now what the heck happened here? Buddy, ya don't look so good, I think I gotta get ya to a doctor."

"Doctor?" After a moment spent standing there in what was awkward stillness to Baloo, Louie picked up the lantern and closed in for a good look. "You... you ain't a ghost?"

"Course not!"

To be sure, Louie thumped him on the chest with his finger, wondering if it would go through like putting his hand through mist. It didn't.

"Ow! Quittit!" scowled Baloo.

"Cuz..?" Louie's eyes flooded with tears, which took Baloo aback. "Where... where ya been?" Such a simple question as it was, yet hearing the emotion welling in his friend's voice, Baloo only barely grasped that there was something much, much more at its heart. His utterly confused expression clearly replied that he didn't understand the question. Louie continued, "You disappeared. So long ago... but... you ain't changed a bit."

"I... I haven't been anywhere," stammered Baloo, suddenly haunted by the question. Louie wobbled and was about to faint, and Baloo acted fast to catch him on his arms before he collapsed. "Whoa! Louie, c'mon, sit down a minute. Now _please_ tell me what's goin' on."

Louie reached up to grab his friend's shoulder. A wheezy chuckle ensued. "It's... _really_... you," he said, between long breaths. "No ghost. It's Baloo. It's Baloo!" With a sudden spryness, he sprung up and wrapped his arms around Baloo, who was by then far more than confused. Taking this all in, the look of the island, the look of Louie, the things the rabbit pilot had said ― the _talking mosquito_ ― he was terrified, knees going weak and shaky. He _felt_ like a ghost, somehow out of place in the world.

"Ha! C'mon, this calls for a celebration! You better have yourself one golden nugget of a story, my dear bear _mon frere_. Hold on a jiff while I get the lights, then I'll put some dinner on. Make yerself comfy!" With a raspy, tired, but jovial _a-whop-bob-ballooba_ under his breath, Louie danced around the shadows of the hut with a matchbook and began lighting more lanterns that were carelessly place on top of the random clutter that was becoming more visible in the light. Airplane parts, toasters, coffee mugs, brooches, pink flamingos, _blue_ flamingos, tiki masks, bowling bags, sunglasses and so on, an indoor junk pile. In one sense, Baloo felt right at home in such a mess, but this wasn't right, not how it was supposed to be. His mind was swirling with questions, so many he did not know where to start. At length, as he watched Louie, he just picked one.

"Well what happened to yer lights? Y'know, the ones with bulbs?"

"Ain't been no juice in the wires for a long time," replied Louie, who had just disappeared behind a counter stacked high with junk. "Only the coconuts got juice 'round here anymore." Baloo only saw Louie's arm raise up with a cleaver, and it descended two times with quick, powerful strokes. Then his head popped up and he eyed Baloo with a sort of a crazed hunger that made the big bear start. "Say, you got any bananas on you?"

"Uh... fresh out," Baloo said uneasily.

"Shucks," sighed Louie, and he bent behind the counter again. "What I wouldn't give for a... well, here we go. Whatcha want for dinner, pal?" In one sweep of his forearm he cleared the counter, and set upon it four identical halved coconuts, and gestured to each in turn as he read off the day's menu: "Take yer pick. As you can see, I got coconut loaf, coconut patties, coconut wedges, and coconut dogs."

Baloo blinked, unsure he was seeing the same thing as Louie. "Tell ya the truth, I'm not really that hungry right now."

"Ah, perturbed are we?" said Louie. "If ya want, I can check the back. Pretty sure I got some coconut quiche, coconut spaghetti, coconut burritos, uh, lessee, what else...?"

"Louie, will ya just never mind the ―"

"Deviled coconut, scrambled coconut, hard boiled coconut, _pickled_ coconut..."

"Louie, stop!" Baloo spread his arms wide, gesturing at their surroundings, the hut, the island, the whole world. " _What happened?_ "

Louie had shrunk back at Baloo's tone. "Lots," he replied grimly. "Yeowza. You _really_ ain't got an idea, do ya?" Baloo shook his head. Louie climbed on the counter, feet inadvertently kicking off the coconut halves. Leaning forward, he gave Baloo a studious look. "So tell me, then. What _is_ the last thing you remember?"

"Kit 'n' me were gettin' dogged by the pirates, an'..."

" _Kit_ and you?"

"Yeah," nodded Baloo, rather disturbed by the incredulous way Louie had ask that. "Why?"

"You mean when he went out on his sky-surfin' board, tried to shake 'em off? Then you two got separated?"

"How'd _you_ know?"

"I _know_ that story, Cuz. It's crossed my mind at least once a day since... well, since it happened." Louie gasped, face lit up with alarm. "Today. Oh, man. _Today's_ the anniversary. Kit got rescued from that island, but you... no Baloo, no one's seen hide nor hair of you since. Think, Fuzzy. How'n the world did you just _get here_ all the sudden?"

"B-but nothin' happened to me," Baloo said shakily. "I mean, I j-just blinked an' this storm was here, an' Kit, I couldn't find'm, I couldn't... oh..." Dizzied, Baloo's rump fell upon a wooden crate, crumpling it. "My head feels like it's in a _tailspin_. Look, let's start out with some details. Like, what happened to _Louie's?_ "

"The last of Louie's was 'bout six, no, seven years ago. Business was already goin' down the chute with everything else goin' on. But then one day them sky pirates came along, made themselves at home. Pretty much did what they wanted with the place. It ain't never recovered."

"No. No, no no," mumbled Baloo, his fingers clasped around his cheeks and muzzle. "See, I thought ya said _seven years_ ago. I gotta get a clue here. I think I hit my head, or I got sick, or _somethin'_ happened where I just can't think straight. 'Cause I'm hearin' things all wrong. I'm _seein'_ things all wrong."

Louie hopped from the counter, reached out and clasped his hand on the bear's shoulder. "You're seein' and hearin' things the way they are."

"Yer tellin' me that somehow I've missed out on _seven years?_ "

"What? Oh, no, not seven years."

"Phew. I didn't think so."

Louie's hand tightened on Baloo's shoulder. "You've been out for _twenty_ years."

Baloo could feel his own heartbeat throbbing in his throat. He and Louie had played a thousand jokes on each other, and a small part of Baloo still, desperately, hoped for Louie to wipe off that amazingly convincing makeup job, reveal the smoke and mirrors he used to make his nightclub seemingly disappear, smile and say _'Gotcha!'_ while Kit crept out of his hiding place, laughing. The best prank ever ― he hoped for it, wished for it, waited for it. It never came.

"Yer not kiddin'."

"I'm not," said Louie, solemnly. "Twenty years today, right on the polka dot."

"Twen... twent... oh..." Baloo's back fell against the rickety wall, making the whole hut shake. His eyes followed bits of straw that fell from the thatch ceiling, the realization sinking in of what a far cry this hovel was compared to what was there, to him, only yesterday. "Twenty years. Yer tellin' me I was gone an' Karnage wiped out yer club..."

"My business, my home, my whole world," said Louie, frowning deeply. "It was all one in the same." Baloo sensed something odd in his sad expression, something read that Louie's sadness was not for his business lost, rather it was for Baloo. Sympathy. It made the fur on his neck tingle. Louie cast his gaze upon the floor, his face cringing as he practically forced himself to volunteer further information, "I never thought I'd ever see ya again, never mind hafta be the one to tell ya, but... it _wasn't_ Karnage that did it, Cuz."

"But ya said pirates...?"

Louie's mouth was open to tell Baloo, but the words didn't come, like he had forgotten how to use his voice. There was hesitation, and then there was _this_. His jaw trembled, jiggling the flap of skin under his chin. Then he swallowed, joints cracking as he composed himself with his back straight, shoulders back, then said, at the end of a long, deep breath,

"It was Kit."


	2. Chapter 2

**Chapter 2**

Louie saw the plane coming from miles away, a shining yellow sparkle in a radiant afternoon sky. It was a familiar plane, but all the same it was a new plane, too. The _Sea Duck_ was as sleek and polished as any model fresh from the assembly line. The last time he had seen it, it was a blur quickly streaking into the night at over-drive speed, headlong into an air pirate attack on Cape Suzette. Smiling, Louie waited for it on the dock, waving, amid the bustle of his employees attending the fuel and service needs of other planes. _Smooth_ , he thought. The landing was smooth, the taxi was smooth, the stop was smooth. No sweat for an ace pilot, and this pilot was the ace of the aces.

"Well shut my mouth, it's ol' Baloo!"

Chuckling, Baloo stepped onto the dock and slapped hands with his pal. His shadow cast an ample round dot over the planks, almost entirely hiding a smaller shadow behind it. Louie rubber-necked around Baloo's side, and winked at the _Sea Duck'_ s newly appointed navigator. "An' look who's hangin' around. What, no glowin' rocks? No _pirates_ chasin' ya today?"

Kit's cheerful smile suddenly drooped into a deep frowning shame. Louie felt awful about it instantly. "Yeah. Sorry 'bout that," the kid muttered.

"Aw, I was just razzin' ya, little buddy. _You_ are always welcome on these fine premises, an' I'm talkin' A-list, ya hear?"

"Thanks," grinned Kit, sheepishly.

"Whoa, easy on the paint job!" Baloo was chiding a couple of attendees who were about to pump gas into the _Duck_. Of course, Louie knew, it was more of an attempt to draw his attention to the newness of the plane and get him to comment. Louie played along, and gave the plane a good long, appreciative look, with just a hint of scrutiny, so it didn't look like he was going too easy on it. "I'll be," he said, in awe. "I heard the story, torn apart bit by bit. Now look at her!"

"Put _together_ bit by bit," said Kit. "It's exactly the way it was before on the inside, too. Just _smells_ a lot better."

"Hey!" said Baloo, feigning sensitivity. Kit giggled and shrugged at him.

The three of them went inside, the normal busy crowd buzzing within with its chatter and laughter, plates and glasses clinking, a group of chimps in loud Aloha shirts strumming a snappy tropical beat on ukuleles and bongos. A buss boy _swooshed_ past them swinging on a vine with a tray stacked with dishes balanced in one hand.

Kit was a step ahead of them, walking backwards as he eagerly told Louie a story in as many details per second as his lung capacity would allow: "... and then you shoulda seen Baloo! Swooped _right in_ the _Iron Vulture!_ Ka-pow! Saved the whole city!"

"Aw, t'weren't nothin'," said Baloo, a modesty betrayed by the tightening of his shirt buttons.

"Best flying _ever_ ," beamed Kit, who then held his hands to an imaginary airplane yoke and dreamily imitated all the fancy maneuvers he had witnessed.

"Well I wanna hear all about it," said Louie, leading them to a table where he kicked a chair back. "Pirates and lightnin' guns! Why don'tcha have a seat, Shortstop. Gonna have ol' Baloo gimme a paw with somethin' real quick."

"Sure," said Kit. He took the seat and also at once took to watching the band, his legs dangling to the rhythm of the music. _A good kid_ , thought Louie. Meanwhile he drew Baloo to the other side of the bar, whispering something to the bartender, who began preparing an order.

"Whatcha need?" asked Baloo, leaning in over the counter.

"A _word_."

"What about?"

Louie picked up a glass with his left foot, and casually began to shine it with a rag, while giving Baloo a sidelong glance. "So. Gettin' a little crowded all the sudden at your humble abode?"

"Huh?"

"Didn't you once have one of them houseplants? I'm not talkin' about the weeds growin' out your bathtub drain, either."

Baloo had to reach back in his mind to remember that on. "Yeah, used to. So?"

" _Used_ to. Remind me. What exactly happened to it?"

"Why? What're you gettin' at?"

"I'm gettin' to _that_." Louie subtly jerked his thumb across the room, to the kid snapping his fingers at the table. "That ain't no potted petunia over there. You _do_ realize you can't just leave him on the porch and forget to water him, right?"

Baloo blinked. "Who, Kit?"

"That boy's got stars in his eyes for you, Fuzzy. You takin' him in, that's serious. _You_ better be serious about it."

"Aw, ease off," said Baloo, shrugging off Louie's admonishing stare with a carefree grin. "Heh, _I_ know what I'm doin'."

 _He thinks it's a joke_ , thought Louie. He stopped wiping down the glass, dead still, and kept his eye on the pilot. "Do ya?"

Baloo expression became sober, even insulted. "Hey. I'm lookin' out for him. And that's from _now on,_ see? You wouldn't believe this kid, Louie. He's... _somethin' else_ , that's what."

 _And a good fit_ , Louie was inclined to add. But in Baloo's answer, his sincerity, his tone, that touch of emotion that was starting to gush, Louie got what he was looking for, the truth, his friend's heart in the matter. Baloo _was_ going to look after that kid. Louie smiled. "So, anyway, about what I needed a hand with."

"What's that?"

Louie reached back with an open palm upward, and the bartender set upon it a tray with three rib-busting, giant-sized chocolate banana milk shakes, whipped cream piled up high and dripping down the tall glasses. This he swung over to Baloo, who, surprised, caught it with both hands.

"To carry that back to your table!" laughed Louie.

"Well all right!" grinned Baloo, who was more than happy to oblige.

Kit's mouth was agape as the tray was set down in front of him. "Wow. Is that for _us_?"

"Oops, sorry, wrong table," said Louie, as he scrambled to pick the tray up. Then he set one down right in front of Kit. "Aw, what the heck. Finders keepers."

Kit sat up upon the seat of his chair on his knees, licking his lips and positioning the oversize straw toward his face. Baloo pulled up a chair next to him and did the same. They expected Louie to follow in turn with the third shake, but instead he gestured for them to hold still for a moment. He jumped on a chair and cleared his throat, then cried out, "Hear ye, hear ye, hear ye!"

The joyful clamor of the room came to a halt, from a joyous din to a curious murmur to silence, all eyes upon the proprietor. Louie continued:

"My esteemed customers, aviators, and fellow riff-raff! You heard the stories, now meet the players! It is _my honor_ to introduce you all to my dear friends, them pirate fightin', lightin' gun wastin', city savin' sons of biscuits, Baloo and Kit, the saviors of Cape Suzette! You may put your paws together."

And clap they did, an uproar of cheers and applause. There was no one left who was not on their feet, save for Baloo and Kit themselves. Fondly, Louie glanced at his old friend, how he grinned and put his face in his hand, pretending to be embarrassed at the attention. Then at Kit, who was neither embarrassed nor pretending anything ― he was awestruck. They were cheering for Baloo, they were cheering for _him_. Simply, utterly, awestruck.

"Aw, thanks Louie," said Baloo. "Didn't hafta."

"I'm sure _you_ woulda somehow, if I didn't," said Louie, with a wink. "But a reward, now that's just practical. Sacked cities are bad for business." He hopped off the chair, stood behind pilot and navigator and put a hand on both their shoulders. "Besides, I like it when the good guys win."

"Ha! To the good guys, then!" Baloo picked up his milkshake by the short stem of the glass, and held it over the table as to deliver a toast. Louie followed suit, and they waited a moment for Kit, who was wide-eyed and still awestruck, but now not so much because of the crowd, which had died down. It was the suggestion: _the good guys._

As it sank in, Kit eagerly raised his glass with both hands, balancing it so the stacked whipped cream didn't spill. So much for that ― it clinked so heartily against Baloo's that a big delicious glob of whip back-spattered on his sleeves. "Right on!" he cheered.

* * *

Baloo was groggy. This was all like a backwards dream. Maybe if he slept, it would all be different when he woke up. He wished he was dreaming right now. But as he sat on the stoop of Louie's shanty, the chill of the wind soaked into his bones, the mist of the ocean brushed his face and he could taste the salt; he felt like the world was rubbing his nose in the fact that he was as awake as he ever had been. Plus, his arm ached from all the pinching he did to it. The rain had let up, though lightning raged in the distance. The sky was dark, laden with gray.

He had gone outside for air after feeling faint. More than that, he felt like he was about to heave Wokka Wokka Wok all over Louie's cluttered floor. Louie sat with him, dragging out two crates so they wouldn't have to sit on the damp ground, and had made two steaming mugs of hot coconut milk. He also put a blanket over Baloo's shoulders, dusty and moth-eaten. As he explained, all that junk indoors was was his new business, trading with what pilots who still cared. Beyond that, he drew water from a well and lived off of the coconut trees. For all the questions that were swimming through Baloo's mind, Louie had a few of his own.

"I don't know," Baloo answered, staring blankly at the stormy horizon. "I'm tellin' ya, I just don't know how it happened. There was this _thing_ in the middle of nowhere. I don't know what it was. It was made o' metal, I think, an' it had a chair an' some sorta controls..."

"Space aliens," gasped Louie.

"Nah. What would ― wait, ya think?"

"How else could you explain it? You found their spaceship, then they took ya to some other space _alien dimension_ while twenty years went by here."

"But don't ya think I'd remember anything like that? Besides, why would I just show up now?"

"Well, it looks like ya didn't miss any meals. Maybe they kicked ya loose 'cause of the grocery bill spike on Planet Mongo."

"Nah, I don't think it was space aliens."

Louie began looking him over. "Did they... y'know... do any _tests_ on ya?"

"It wasn't space aliens!" snapped Baloo, scowling.

"Is that 'thing' still there?"

"Far as I know."

"You just _left_ it there?"

"Well what was I _s'posed_ to do with it? I didn't know what it was. I _still_ don't."

"But if it got ya here twenty years in a snap, maybe it could get ya _back_ twenty years. Hey, maybe it could go _another_ twenty years! Say, in the future? What if it's some sorta _time machine?_ "

Baloo gave that some thought. He recalled the strange noise, the bright lights, the spinning world, the sudden change. "I couldn't make head 'r tails out of it, whatever it was."

"A time machine," mused Louie, stroking his sagging chin. "Somebody from a thousand years ahead stopped in and forgot where they parked. What could the world be like in a thousand years? If they invented time machines, what else did they do? Did they cure all the diseases? Did they stop fightin' useless wars? Did the Cubs _ever_ win the Series, for pete's sake? Man, just think. To be able to go into the future, see how it all turned out. Wonder if somebody came back to _change_ their future. If _you_ went back where ya left off, huh, who knows. Maybe things would be different now."

Baloo had not taken a sip from his mug, instead wrapped his hands around it tightly for its warmth. When he drew it to his lips, he felt sick all over again. It had nothing to do with the coconut milk. There was a pause while Louie waited for the inevitable question.

"Where's Kit?"

"Out there, somewhere. Wherever there's trouble, that's where he'll be." Louie interrupted Baloo before he could ask a follow-up question. "It's a _long_ story. What _you_ need to do is take my plane and go find whatever got you here. Time machine, spaceship, who cares, but you just can't leave somethin' like that alone. Maybe it can take ya back. Maybe, if it did, you bein' around all them years, you can _fix_ all this."

"You said _pirate_. It can't be."

"Pirate's not the half of it," sighed Louie. "He's got a grip on the sky you wouldn't believe. I'll level with ya, that boy turned out worse than Don Karnage ever was. It started when you ― well, we all thought you was _dead_ , thought Karnage did ya in. Seems Kit simmered on that for a long time. A few years later, there he goes takin' it personal against Karnage, goin' after the pirates himself. Then he gets himself mixed up in the War, against _both_ sides." He blinked, suddenly realizing: "Man, the War. You missed it outright. A whole 'nother Great War, bigger and messier than the one way back when, when we were tykes. It came along, tearin' everything around us down.

"It all got crazy before you shake your _maracas_. Pretty soon Kit had his own flyin' gang, went just by _Cloudkicker_. Nobody knows about any Kit anymore, nobody 'cept us that knew him when. He's got planes, pilots, sky-ships, you name it, like his own stinkin' army, standin' off against the whole world. He and Karny had a big ol' slugfest in the sky. Dragged on and on, lots of killin', lots of dyin'. Lots of innocent people gettin' caught in the crossfire. Kit's ― well, Cloudkicker's side, just kept growin', he went to makin' his own brand of sky pirates, beatin' Karnage at his own game. Them that _you_ knew as the sky pirates, well, they went the way of the dodo.

"Then one day he went after Cape Suzette. It's true. Didn't try to rob it like Karnage did once. He went to mow down Shere Khan, so they say. And that he did, him an his sky-ships. Took out the cliff guns, took out the airfields, turned ol' Khan Tower into a scrap heap. Who knows _what_ would've been left if ― well, that's another long story. But they ended up gettin' their hides licked and went limpin' outta town. The whole bunch of 'em landed here, I guess to re-combobulate. So here they come with all their injured thugs, all their planes and sky-ships beat up and smokin'. They made themselves at home until they were good 'n' ready to leave. You know the phrase about bein' ate out of house and home? They went through my food, they took every last drop of gas, terrorized my staff for days on end, then left the place in tatters. What could I do? They had the guns and the numbers."

Baloo was hearing him, but for plausibility's sake Louie may has well have been telling him that his dear Uncle Moe had done all these things instead. "Kit. Yer talkin' about _Kit_. About _Lil' Britches_."

"Lil' Britches." Louie smirked wistfully at the nickname. "Ya know, before him an' his gang crashed this place, last time I'd laid eyes on him he was still a boy just startin' high school, an' I thought, man, if ol' Baloo were around, he'd be awful proud. But then when him an' his ships came ― I tell ya, days went by, I knew he was around but I never saw him, not until just before they finally all up and left. I think he got his pride wounded more than anything, didn't wanna talk to or see anybody. But that day, he sat down with me. Right where I used ta have my stage. But Cuz, believe you me, by that day, _Lil' Britches_ was long gone. He was only 'bout, what, twenty five years old? He had that face, that _hard_ kinda face. The kind that's seen too much, puts years on your skin before your time."

Louie shuddered, the wind was coming and going in icy gusts. Rain had begun to sprinkle, light and sparse drops.

"Anyway, he gave me a bag of diamonds to pay off what his guys did to my place. I'm tellin' ya, one of those rocks was as big as your eyeballs. Woulda covered my losses a thousand times over. I'd never hafta work another day as long as I lived. He said it was for 'old time's sake.' Huh! I could only guess how he ever got hold of rocks like that. When he told me it was for 'old times sake,' well, dumb ol' me, feelin' mighty preachy about it, I threw 'em back at him and said, 'So's this, for the good kid I remember.' Well, he laughed at me. I shoulda kept my mouth shut then, but nope, not me. I wanted to make'm sting, make'm _sorry_ about what he was doin'. So I told'm, 'Baloo'd be ashamed of you, an' so am I!' Then he slugged me." Louie tugged on the corner of his lip with his finger, exposing gaps in his teeth. "That's where the ivories went."

"But it _couldn'ta_ been Kit. He'd _never_ hurt ya. Never."

"Maybe Kit wouldn't. But that Cloudkicker fella, he's a real son of a gun."

The distant sounds of thunder rolled nearer. Drops of rain were getting heavier. To Louie, he couldn't help but regard Baloo's sunken expression as one that might be imagined from a radio melodrama, where the doctor, in a tone of sterile, clinical sympathy, informs the patient, played by Baloo, 'it's inoperable.'

"Say now," he said, with a forced smile that showed the gap in his teeth once again. "It's not so bad for everyone. I mean, I'm hangin' in there. I coulda went back to the city years ago, but, you know me. This is my home, I'm stickin' with it. Would ya believe Wildcat's got couple kids? A couple _teenagers_ already. Yep, he went and married his darlin' Clementine. An' Molly, she's doin' dandy for herself. Why, she's the biggest name in print right now! She wrote herself a book on ― well, she wrote a book! Made her famous."

Baloo was always quick with a smile and laugh, but the attempts at good tidings hardly registered. Nothing was good right now. Conspicuous, he noticed however, was that the list of names and their related brief report suddenly ended. "What about Becky?" he asked.

"You know, Molly, she still checks in with me, that sweetheart. Always tries to convince me to move outta here and back to town, but like I said, this is my home and I'm stickin' with it."

"But what about Beck―"

"Yep! College graduate, too, that little gal. I was there! Watched her throw the hat up in the air and everything. Smart as a whip!"

Baloo pivoted on his seat until he was facing Louie entirely. "Becky," he said, leaning forward. "I _know_ ya heard me the first time."

"I'm _tryin_ ', okay?" snapped Louie. "Man, _I_ wasn't supposed to be the one holdin' this bag. I mean, to break all this to ya. I'm sorry, Baloo. She ain't with us no more." Louie turned his head, not wanting to witness the hurt on his friend's face.

Baloo, statue-like, mumbled the words back at him. "Ain't with us?"

"There was an accident," said Louie, softly. "You know her, she was always gunnin' for a little bit of adventure. I don't know the particulars, but one day she and her pilot ― well, a guy she hired after you ― not that she didn't wait! But she eventually got another pilot, is all I'm sayin'. They set out one day, an' only he came back, all shaken up. Said there was an accident, she took a bad fall. Like I said, I don't know the particulars. Sad, sad day, though."

Baloo was speechless, his expression blank, bits of emotion he was holding back shown in small ticks while his eyes became glazed. Slowly, as slow as through his very core was thawing from a deep freeze, he hunched over his knees, cupping his face in his hands. One of those hands suddenly slapped himself on the cheek, hard. Louie lunged over and grabbed him by the wrist. "Hey! Stop that!"

"It's a nightmare," mumbled Baloo. "I gotta wake up from this."

"You're gonna get nothin' but bruises if you keep that up," scolded Louie.

A flash of feral anger suddenly erupted within Baloo, shown in a snarl of carnivorous ursine teeth that made Louie jolt backwards. "Who _is_ this pilot? _Where_ is this pilot?"

"It don't matter. He's gone, too. A ship found him floatin' in the ocean, minus a few essential body organs. No sign of his plane. Heck, _your_ plane. He was flyin' the _Sea Duck_. As to what happened to him, who did him in, well... word is the _Sea Duck_ 's with Cloudkicker now. You can prob'ly add it all up."

Baloo looked up to the sky. He had always found refuge in it, high and away, where the troubles and responsibilities of the world could not follow. Now when he looked to it, it wept, it growled, and it shunned him. He could see no infinite blue yonder, no vast realm of freedom, no calling of fortune and adventure. The gray stormclouds may as well have been walls of solid iron. It grew darker, and darker yet. The sound of the wind and waves muddled together in one monotonous hiss. Darker. Darker...

That's when he felt Louie grab him by the shoulders and give him a good shake. "Whoa, Cuz! Hang in there!" he shouted in his ear.

Baloo shuddered and gasped, and the sights and sounds of the world unscrambled. Louie took him by the arm and pulled him to wobbly feet. "C'mon, you just come inside and lie down for a minute," he said. "Before you _fall_ down."

"I can't," the big bear murmured numbly. "Gotta get home. I'm late. Gotta... get home."

Louie tugged on his arm more forcefully. "I know, right after you lie down."

In two steps further, Baloo shook his arm free and spun Louie around to look him in the eye. " _Twenty years_. Becky's gone. An' Kit... no! It can't be all true. You gotta have some of this mixed up."

Louie shook his head. "Sorry."

"But how do ya _know_ _?_ " Baloo glared down at him, as if expecting doing so would coerce Louie into changing his mind.

"'Cause _I've_ been around," replied Louie.

Raindrops streaked over their heads and dripped down their faces. Baloo felt a tear on his cheek. He knew because it was warmer than the rain. His voice cracked when he spoke. "I don't know what to do."

Louie pushed open the door to his shanty and padded inside. "Me neither, Cuz. Ha, not for a long time."

"No. No, this's... this's all wrong. You gotta help me find him, Louie. If half what yer sayin' is true, an' he's out there, he needs―" Baloo stumbled on his words, as well as a discarded cooking pot left on the stoop, "― I don't know, he needs _help_. I gotta find him."

At that, Louie stepped back onto the stoop in a hurry. "No, listen! For your own good. Don't you hear what I've been sayin'? Look, I know how ya felt about'm when he was a tyke, but I care about ya too, y'know. I'm sayin' this as _your friend_. If you go lookin' for him now, you ain't gonna find nothin' but a broken heart. Maybe worse."

"Not with Kit," insisted Baloo. "I _know_ that kid."

"Kid? That _kid_ is thirty-two years old," said Louie, his voice raised. It made Baloo recoil backwards. _Thirty-two._ He shut his eyes, and could not picture it. He could not picture _anything_ Louie had told him.

"I gotta try," he said at length. "Doesn't matter how old he is. It's still Kit. I told ya, that one time. I told ya I'd look out for him, right?"

Louie slunk back into the hovel, half-heatedly chuckling. "Man, seein' your ugly mug safe 'n' sound is the best thing that's ever happened to me. Never thought I'd see a miracle." He reached for a copper key hung on the wall by a nail and ring, and tossed it to Baloo. "You just got here and I don't wanna see ya go. But if you gotta do somethin'... an' I _know_ you gotta... then go. I'd still say go back an' find what got you here. By magic or machine, whatever it was that let you step twenty years ahead, take it an' make it let you step _back_ twenty years. Just a word of wisdom."

Baloo looked at the key in his hand, and as a seasoned pilot knew what it was, for an airplane's ignition. He clasped it in a fist while considering Louie's warning.

"It's got gas," said Louie, but then he scratched his head. "I think. I don't got much use for it anymore."

"Thanks. But... can ya tell me where he's at right now?"

Louie sighed, exasperated. "I guess there's no use talkin' you out of it. I got no idea where he's at. But I can point ya in the right way."

"Yeah?"

"Same ol' way you always went after comin' here," said Louie, who next yanked out a piece of paper from underneath a stack of tattered magazines. "You already know it. Cape Suzette. Here, that's Molly's address on there. Wish I still had a phone here, I'd give her a ring so she don't fall over flat when she sets eyes on ya. But you go see her. She's kept tabs on Kit these years. She'll know what to do."

Baloo nodded, although slowly with apprehension. "Right. She's..." He gulped. _… not six years old._ "She's got her own place?"

"You betcha." The two padded out under the rain onto the pier and to the rickety bi-plane bobbing next to it. "She might be a little rusty," said Louie. "Haven't exactly taken a spin for awhile."

"It'll do," said Baloo. "Thanks, buddy. I'll bring 'er back, soon as I can."

"An' wait just a second," demanded Louie. To Baloo's surprise, Louie wrapped his long ape arms around the girth of his waist. For all their deep bonds of friendship, this was a sensitivity never openly expressed. Louie missed his friend so much, Baloo realized, but he found it impossible to reciprocate. He returned the embrace, but weakly and awkwardly. "Um, it's okay," he mumbled, patting Louie on the back.

"Yeah, I know," sniffled Louie. He stepped back and looked at Baloo like admiring a living portrait. "Baloo is back. Huh! The whole world just got a little bit brighter."

Baloo smiled at the compliment, still awkward. He couldn't tell what Louie was seeing, because the sky looked awful to him. He stepped over the plane and slid uneasily into the cockpit, it fitting him like a thousand-pound pair of trousers that was four sizes too small. Getting out was going to be the interesting part. His face contorted as soon as he touched the cushion, and reaching in reaching with his arm between his legs he wrenched something free from underneath him, a pair of goggles. Those he wrapped around his head.

It took three tries for the plane's engine to turn, and even then it sputtered ceaselessly with its own kind of aged, mechanical flatulence. The stick took some strength and force to move, and the flaps and rudder creaked in lazy protest at having to work. Slowly, the plane moved away from the pier. Baloo shared one more glance and wave and Louie, then shoved the throttle forward. The plane skipped up and down erratically over the gray ocean crests, water splashing over him and pooling at his ankles. The icy chill was already painful. It was going to be cold, cold trip.

A few adjustments and the compass lined up on that familiar direction. He knew the way. It was home.

* * *

A fishing trawler chugged through the murky grayish green water before the cliffs of Cape Suzette. Baloo slunk over the aft, a blanket cloaked over his head and shoulders, wearily transfixed on the hypnotic churning of the ship's wake. He didn't seem to notice the stench of the day's catch anymore, something that attacked his nose when the ship first approached. It was a good thing it did approach, too. Louie's bi-plane had run out of gas while the cliffs were just but a jagged line scribbled on the horizon. Baloo made an emergency landing in the open sea, and as soon as he touched down the left pontoon tore away. The plane skidded and tumbled, capsized sideways with its right side up while Baloo did his best to squirm out of the cockpit and climb on top of it. The three fishermen on the trawler had seen everything and came to assist, arriving just as the last of the plane went under, and pulled the shivering bear from the clutches of icy depths.

The ship bellowed its foghorn, and Baloo turned to face the front. The sight of the cliffs gave him a shudder deeper than the frigid water. He had seen them nearly every day for his entire life. The were different now. More jagged, scarred, burned, big chunks missing, chewed up like the favorite bone of a large dog. Radar dishes and antennas sprouted on the ridgeline. More buildings covered the face, and also less green. One of the fishermen noticed his incredulous gaze and asked if he was okay. Baloo just nodded in response.

Airplanes in great number buzzed overhead, coming and going through the parting between the cliffs, that much was the same. But Baloo heard a rumbling as the ship entered the parting itself, a distant thunder, ongoing, and getting louder. The fishermen paid no heed to it, which he found strange. Then he saw it, a passenger airliner with two engines and _no propellers_ making a beeline between the cliffs. Jet engines. The plane sped over their heads, its noise reverberating into the ship's hull and seeming to Baloo to be about the loudest thing he had ever heard. Once beyond the city, the plane ascended, adjusted course, and disappeared into the overcast, the thunderous echos waning.

Then into the bay. The docks and buildings along the shore, the skyline of the city... what _was_ this place? Baloo could hardly recognize it. Most jarring was Khan Tower, something he had gotten used to being there. It was gone. Several more high-rises stood clustered in its absence, but none of them nearly as tall. The clock-tower he had once swung on in a mishap with Trader Moe and his goons, gone. Higher for Hire, _Baloo's Air Service_ , that old familiar tower with the windsock and pointed roof ― he leaned eagerly over the railing of the ship's prow, squinting, then stood back and relaxed with a sigh of relief ― it was still there. Home.

Once the ship docked, he thanked the fishermen for all their help and hurried, homeward bound. It was about five o'clock in the evening, people were getting off work. The sidewalks were crowded with pedestrians moving up and down with their jackets on and folded umbrellas in their hands, and the streets just as crowded with long lines of cars impatiently battling traffic lights. Cars Baloo had never seen, cars with fins on the back and chrome on the fenders. Where did all these people come from? Why so many? Why in such a hurry? He knew what street he was on, knew exactly how to get where he was going, but all the same felt absolutely lost.

Now and then he saw a building he recognized, but for every one of those there were at least five he did not. Even most of the ones that seemed familiar seemed different, different signs, different colors, different people. Young guys in black jackets with their hair combed back and wet with grease riding crudely loud motorcycles, young ladies with pony tails and ― what was this with all the poodle pictures on their skirts?

One storefront he passed by sold comic books, and he stopped to see what was on display on the front window. Scanning the covers, there wasn't a _Rick Sky_ issue to be found. Instead the there were a bunch of characters wearing colorful tights and capes. Baloo frowned at it all. Since when did comic book heroes become ballet dancers? And those silly names! Mighty Bear? Captain Cape? The Red Wolf? Actually, that one made him flinch. The full title of it: _The Red Wolf vs. the Vile Cloudkicker_ , _Volume 3_. The titular characters were not shown, but upon the cover was drawn a sky-faring battle with airships blasting cannons upon one another, one of the vessels being the _Iron Vulture_. Baloo stared at the image incredulously, until his breath fogged the glass opaque. He needed to see this. Immediately he went to open the shop's door, but it was locked. A handwritten note taped to the front read 'Closed until tomorrow. Sorry!'

"Sorry? No, c'mon!" Baloo pounded on the door, futilely. No one was inside and he only managed to garner the curious attention of passersby gawking at his strange behavior. They must have thought he _really_ liked his comic books. He grinned at them, ducked his head, and walked away.

The warm smell of burgers and fries caught his nose. It smelled _good_. It was coming from the malt shop Kit often visited with his Jungle Ace friends. Same building, brighter lights, pink neon bars surrounded the top and curved together to make out a sign above the doorway, _Hoppy's_.

Baloo put his nose against the window, canceling out the glare of the overcast. Young guys and gals ate and danced on a black and white checkered floor, a jukebox blaring. And that music... oh, what a beat!

He went inside, the boisterous, jolly ambiance surging in a warmth felt in his bones. Teenagers were dancing to the rocking music, knees and elbows bent and twisting on the balls of their feet. Give him a grass skirt and a fruit hat and Baloo thought he could show these kids a thing or two about getting your groove on, but he was more transfixed on the tune they were dancing to. He approached a jukebox, shiny and bright with chrome and pink neon. Peering through the glass, there were dozens of records inside, smaller discs than he was used to, and a mechanical rack that moved from side to side to pick out the record requested.

Baloo ran his finger over the menu of songs, reading one after the other. He recognized nothing.

The singer of the current song had a southern drawl, rich and powerful, belting lyrics something or other about a jailhouse. It was intense, like boogie woogie on overdrive, fast guitars and swinging bass, bombastic rhythm that made your toes tap under a musical trance, one that Baloo fell under instantly. When the song ended, the dancing crowd cheered, and Baloo caught his breath. He had not noticed the teenager in a green high school letterman waiting impatiently next to him for a turn at the jukebox.

"Say pops," said the teenager, a short, squeaky-voiced bear with a slicked, wet pompadour that doubled his head size, and a bright pink pimple on his nose that made him look like Rudolph took a bath in canola oil, "you gonna be all day?"

 _Pops?_ It took Baloo a moment to realize who exactly that remark was directed toward. "Oh, sorry," he mumbled, stepping back. "Hey, who was that guy on that last one?"

The teenager laughed, shaking his head at him. "You livin' under a rock? That's the Hound Dog, ol' timer!"

Hound Dog Schmound Dog, Baloo's angered countenance arched over him. "Who ya callin' _ol' timer,_ ya whippersnapper?"

"Whoa, daddy, chill," said the teenager coolly, but taking a cautious step back. The brief exchange had gotten the attention of a group of teens also decked in the same style lettermans.

"Whippersnapper!" one laughed.

Another said, "Never heard of the Hound Dog. You believe this cat?"

It went on, suddenly spreading through the entire place. Before Baloo knew it, all eyes were on him, and directed at him was everything from snickering whispers to crude taunts.

"Ha! What cave didja crawl outta, cave man?"

"Phew! Is that fish?"

Baloo was used to being the life of a party, but being the butt of their jokes stung. Ducking his head, he stormed out of there, still hearing their chuckles from outside the door. The chilly weather bit him at once, a fitting wake-up call. He didn't fit in here, and not just inside the restaurant. HERE.

Glumly, he padded along the damp sidewalk and turned a corner, arms crossed to fend off the cold, becoming numb to the the hurry of the streets, and indifferent to what storefronts he did or didn't know. His feet were on autopilot, trained for home. The rest of him wrestled with his purpose and intentions. _What am I doin' here... What. Am. I. Doin'._

Lost in those thoughts, he did not even recall walking as far as he did. Higher for Hire just appeared in front of him when he looked up. It was at once the most comforting thing he had seen all day, then just as suddenly the most jarring. It was the same building, but pavement had been laid around it, a delivery truck parked near the door with a painted black pool ball on its door, a logo that matched a sign handing over the door and on the dock, which was absent of a plane and Wildcat's boathouse.

 _Lucky 8 Air Freight._

Not Higher for Hire. Not home.

Baloo scoffed at himself, questioning what exactly he expected after all he had seen so far. That last little hope that Louie was mistaken, that somehow his recollection had been skewed by the tragedy of his personal events ― the hope that Becky would storm out and give him the berating of his life for being late again, this time by a couple of decades ― that hope was withered and dead.

What compelled him to open the door and step inside he did not know. Perhaps just to see for himself, draw it to conclusion. The door was different, heavier and with a shiny brass handle. The interior office was clean and neatly furnished, clear of the comfortable clutter he was used to. His feet stepped onto a rubber mat, but beyond that felt a fuzzy softness. The place was carpeted. Yellow carpet, orange lamp shades, and an olive green desk and matching file cabinets lined the far wall, which was plastered with wallpaper, a geometric design of gray-green diamonds and little orange dots.

He gawked at it all like someone might do standing before one of the ancient wonders of the world, taken speechless by speculation of the subject's origins, construction, and inspiration. At length, all of that deep contemplation led him to one conclusion:

"Uh-guh-ly!" he muttered.

The door opened from the warehouse. A tired hound with greasy coveralls, sagging jowls and a ballcap sauntered into the room. He passed Baloo without even making eye contact. "Customer!" he yelled, then went upstairs.

A pudgy woman he did not know stepped out from the kitchen with a cup of tea steaming in her hand, a stout lady bear with gray hair stacked into the shape of a beehive and glasses with thick black frames shaped like cat eyes. A photograph portrait hung on the wall, taken with the city's famed cliffs in the background, featured her, a gentleman around her age in a scarf and jacket, and a younger adult man in similar garb with striking likeness to them both. An inscription on the frame read _A Family Business_.

"Welcome to Lucky 8," she said. "Can I help you?"

Baloo found himself stricken frozen, which ensued an awkward silent moment. What did he want? What could he say?

"Can I _help_ you?" the lady repeated.

"I was, uh, lookin' for someplace," mumbled Baloo. What the heck, he'd give it a shot, see what she says. "Higher for Hire."

A look of annoyance immediately curdled upon her face. "Higher for Hire is _out_ ," she insisted, in a pushy tone from where Baloo did not understand where it came. "Look, we're trying to run a business here. I was just about to close the office, too. We don't have anymore time for people dropping by to see _his_ old stomping grounds."

Baloo tilted his head at her. "Wha'...? _Who's_ stompin' grounds?"

"You can't be serious," she said, but realized that this visitor was clearly confused. Her tone softened; maybe he wasn't just another tourist. "Cloudkicker's," she answered. "You didn't know? Ever since that book came out, people have been pouring in to take pictures and gawk at his old home. If _that's_ what you can call it." With a certain snideness, she cast her eyes at the ceiling, indicating toward the rooms upstairs.

 _Yeah, you can darn well call it that,_ Baloo thought. He started to feel like hot taco sauce was crawling up his legs, and his temper warmed.

"He had a bedroom up there, for a year or two," she continued, clacking a spoon in her teacup. "A child ought to have a _real_ home, if you ask me. Although, it probably explains a thing or two about how he turned out, don't you think?"

Did he think? Suddenly all he could think about right then was if he were to squeeze that that la-dee-da stacked hairdo, would it squeak like a rubber ducky? She didn't seem to notice, absorbed instead in her opportunity to opine.

"Oh, the newspapers and radio stations came for awhile, all wanting interviews," she went on. "'What's it like to work where the world's most wanted criminal used to lay his head? Have you found anything left behind, something that would have warned somebody before it was too late?' Oh, I'll tell you what was left behind! If they could only have seen the pigsty that bedroom was! Not even a dab of paint on the walls. Our mechanic rents that room now, but not a place for a child, no sir. It's been nice for publicity, I suppose, but it doesn't pay any bills. We bought the place from the lady who wrote the book, you know. The apartment downtown, the other place he used to live, they try to get in there, too, but it has better security. Here, we don't have any lobbies and elevators to keep out the riffraff. Ah, oh well." She smiled, baring plastic teeth stained with lipstick. Or maybe she was just stretching her lips after that gab marathon, Baloo couldn't tell. "How can we be of service, sir? We have a special this week on intercontinental deliveries."

Baloo swallowed, having for the last moment stifled a powerful urge to indeed suggest a delivery, to an exact location where she could put those intercontinental specials. The navigational charts would require a flashlight to read, because where they were headed the sun did not shine. Over the lady's shoulder, he caught glimpse of a calendar hanging on the wall behind the desk. The month and year were printed out in big, bold letters. He didn't need it to know, but all the same, seeing the year spelled out like that felt like another slug to the gut. A miracle, Louie had called it. But miracles were supposed to be good.

"I... can't get used to this," he said to no one. Abruptly, he turned and exited like the devil was chasing at his heels. The lady with the teacup was left wondering what his problem was.

* * *

On the sidewalk, Baloo stood before a cream-colored, two-story house and a perfectly manicured lawn. Smoke rose from a chimney. Streaked by morning's showers, a cherry red car, with tail fins and chrome bumpers was parked in the driveway. Like just about everything else he saw on the streets, these weren't any cars he had ever seen. He didn't like them; if you were going to drive something with tail fins, it might as well have been an airplane. For the third time, he glanced at the number on the mailbox at the gate, then at this note from Louie. It was a match. This was it. Lights were on inside, showing from behind white curtains in the front window.

He padded up the walkway and up the steps of a porch painted white, while with each step a forced endeavor, as if the cement were quicksand. Who was going to answer that door? What was he going to say? Would he know her? Would she know _him?_ He didn't want to do this. No sir. No, no, no. Turn back, abort mission! But his feet kept shuffling forward, stuck on autopilot.

Once at the door, a big puff of fog rose in the chilly air from his mouth. His hand trembled as his knuckles readied to give it a knock. He rapped on it three times.

"Welp, nobody home," he said, spinning on his heels for a quick getaway. He got two steps in before he heard an answer.

"Who is it?" a voice asked politely from the other side of the door.

Baloo froze, a part of him, stricken with fear of meeting that voice, telling him to make fast tracks down the street. Instead he turned to face the door, and was not aware of what sounds stuttered out of his mouth. Apparently neither was the resident, who opened the door just a crack, the extent that its chain lock would allow.

"Can I help you?" she asked, just an eye showing.

"M-Molly?"

The door was slammed shut.

"Who do you think you are, creep?" the voice shouted angrily. "Is that some sort of disgusting joke, coming to my house disguised like that? Get lost or I'll call the cops!"

Baloo stammered, "But.. b-but...!"

"I mean it! I'm calling them right now!"

Baloo backpedaled. What could he tell her? Was it even _her?_ He couldn't even think straight, let alone know what to do next. One foot wanted to go one way and the other the opposite way, and he ended up pacing a tight frantic circle, confused and flustered, shivering, wringing his nervous hands together. He saw the silhouette of the lady through the window curtain, eyeing him. She had a telephone raised to her ear.

Futility at last came to Baloo's realization. Head hanging low, he turned away, and plodded down the steps of the porch.

He heard a sliding and clinking noise, the door chain being unlocked. Then the door opened. He turned his head. A stranger walked out onto the porch, the most familiar stranger he had ever seen. She was wearing white pants and a power-blue blouse. Her blonde hair was pulled back into a ponytail, loose bangs fluttering in the breeze. She was thin and lean, her knees about the height where Baloo had last known her hair ribbons to be, but he was caught transfixed on one detail that took him aback:

"Whoa. Ya got Becky's eyes. I didn't even notice before."

Molly's legs were stiff as he stepped onto the stoop, her hands crossed around the collar of her blouse, a slight wince at the cold air that bit her face. Her voice, tender as it was, trembled. "Baloo?"

"Cupcake?"

It was hard to say who was in more utter disbelief at the appearance of the other. Perhaps it was a draw. She was only six years old the last time Baloo looked, and even though along the way he tried to mentally brace himself for _twenty-_ six years old, nothing could have prepared him for the shock of seeing this pretty young lady with Molly's button nose. Molly gasped for breath, mouth agape, looking him over from head to toe and toe to head. She tried to speak, but only a rattle came out.

"Heh, that's pretty much what Louie said, too," shrugged Baloo, his nervous fingers still wringing together. "It's me, I promise. But is that _you_..."

She blinked, her left cheek streaked with the line of a tear. "How?"

Baloo shook his head. "Tryin' to figure it out."

"Oh my gosh," she sighed, and ran to him, throwing her arms around his neck and squeezing.

He returned the embrace, awkwardly, numb to the emotion that brought gentle sobs close to his ear. "Yer all grown up," he said quietly. "I missed... missed out on a few things, I guess."

"You're the _same_ ," she said, not letting go. "How could you be the same?" Finally she eased her arms away and stepped back to see his face again. She let out a cry that was half sob and half a laugh. "Oh! You smell like sardines."

"Yeah. _That_ one I can explain pretty quick."

* * *

Baloo felt like a snowball thawing into a puddle, and he didn't mind that one bit. He ran his hands under a stream of warm water, sloshing it up his forearm, and looked up at his reflection on the mirror above the bathroom sink. The house was warm, even hot to him when he first stepped inside, but now the warmth was sinking in evenly into a comfortable coziness. He splashed his face, scrubbed it with is hands, turned the faucet off and patted himself down with a hand towel.

The bathroom had a blue, ocean theme to it. Sea shells on shelves, a small painting of a sunny beach hanging on the wall, a shower curtain with blue dolphins. It was spotlessly clean, as was the rest of the house he saw as he came up the stairs. A little mess here and there wouldn't have hurt, he thought, to make the place look lived in. But coming out of the bathroom, he noticed a door ajar on the other side of the hallway, and for curiosity poked his head in. An writing desk below a window, cluttered with stacks of book, folders, papers, a typewriter, crumpled paper that missed the wastebasket strewn on the floor, old dishes and glasses. _That_ was more like it.

His feet padded over soft carpet the color of honey through a hall and down the stairs to the living room. There, one wall was an entire bookshelf, full of books, some matching volumes, some random size and color. The wall adjacent was brimming with hanging pictures, black and white photographs. A reclining easy chair sat opposite of a coffee table and sofa, and a strange device he did not recognize, a box with knobs and a rounded square on its side made of opaque glass. A fire crackling in a fireplace mixed with a warm smell of flowers, scented candles on the bookshelf.

In another time, Baloo would have been perfectly comfortable, all too comfortable, to make himself at home, to scratch his back on the banister, recline on the couch with his his feet up on the table, raid the ice box for a snack, or initiate an impromptu football game with a throw pillow. It was just instinct. Now he stood welcomed in a living room, warm fireplace, comfortable furnishings, pleasant ambiance... and all he could do was stand there, stiff, too timid to touch anything. He could be happily uncertain about lots of things, but never himself. That he found gut-wrenching, and he couldn't shake it. In this alien world his instincts faltered to a premonition that a deadly pit awaited a misstep. He had no bearings here. Comfortable seemed like a fuzzy, distant dream.

Molly entered the room with a bowl of hot tomato soup. Baloo did not seem to notice her approach as he gazed at the photographs on the wall, images of Cape Suzette, parks, fountains, and other local landmarks. A strapping bear in a business suit ― didn't recognize him. Higher for Hire. Wildcat and Clementine respectively in a tuxedo and bridal gown. Kit and him fishing on a dock, creased and faded with age. The one he was staring at was Rebecca, her hair wavy, wearing dangling pearl earrings and a matching necklace that he had never seen before.

"You okay?" Molly asked, softly.

Baloo nodded, frowning gravely. "You?"

"Hey, I've had time to grieve. You just heard. It's okay. We all miss her."

 _Miss her_ , Baloo thought, biting his lower lip, _but I don't. I just_ saw her _this mornin'. It don't feel real. It just don't..._

"I don't even know which way is up. I blinked an' everything's just flipped on its head. I'm _sorry_ , Cupcake. I woulda been there for her. I never meant to go anywhere. I _swear_ _it_ , I don't know how it happened."

"I believe you." On her tip-toes, and even then Baloo had to lean down, she kissed his cheek, handed him the steaming bowl, then gestured for him to sit down on the sofa. She sat next to him, bemused as she watched him; he couldn't take his eyes off the photographs. Molly figured he was looking at her mom, and left him alone with his thoughts. After a moment, Baloo heaved a sad sigh, and slowly leaned back. Something, though, puzzled him, as his brows knitted. He leaned forward, squinting at the wall. "Where was _that_ picture taken?" He jerked his head at the wall, vaguely.

"Oh? Which one?" All but one, she thought for sure, were taken... _after_. But when Baloo specified by pointing, he pointed at the one she surely expected him to recognize. "You and Kit fishing?" He nodded. "In front of Higher for Hire," she replied, tilting her head at him. The answer had clearly startled him. "Wildcat took it, with his old box camera. You don't remember?"

"Oh, y-yeah," Baloo said shakily, his brow still knotted. "'Course, how could I forget." How indeed. "Must've been the angle that threw me off."

"Oh, it's okay." She reached over and gently patted his forehead, caressing her fingers over his head and around his ear, a caring, almost motherly touch. "You probably got a lot fuzzy between the ears right now. Heaven knows _I_ do."

From his peripheral vision he noticed Molly staring at him, her elbow rested on the back of the sofa. He blushed and slurped some soup, forgoing the spoon and drinking straight from the bowl, trying to act nonchalant about it, but his shifting eyes betrayed him.

"I'm sorry," she said. "I just can't believe you're here. Just like that, here you are." She stared contemplatively at the burning candle on the shelf. "That device you found, or you _think_ you found..."

"Think I found? Wasn't a daydream, it was really there. I'm tellin' ya, it looked like a metal bathtub with all these gizmos piled up in it."

"Right, to _you_ this 'bathtub' was there. But if it was a dream, say, while you were in a coma..." She paused to give that thought consideration.

"In a what?"

"A coma. It's a prolonged state of unconsciousness, caused by any number of different things. Illness, toxins, maybe in your case by trauma to the brain. Maybe you had an accident, hit your head, and you don't remember it. Then your body shuts down into a deep sleep. It's like going into hibernation, except you don't wake up when it's spring."

Baloo didn't understand half of what she said, but he perked up with an absent grin. "Lookit you, talkin' all smart-like. Louie said ya graduated college."

"With honors," she added, smiling. Then she looked him over with a more clinical study. "Yes, a coma would explain things. Although... I don't see any head injuries. And it doesn't explain why you haven't aged. And without help, you would've starved to death. Hmm."

"Look, hon, I'm all for sleepin' in, but twenty years is a lil' late, even for me."

"You're _sure_ there was nobody there when you came to?"

"Just that pilot who gave me a lift. No, wait, there was a boat out in the water, a fancy one, but I don't know who it belonged to. Never saw no one on it. An'... I _think_ I heard a mosquito call out my name." At how that must have sounded, he ran his hand over the crown of his head. It felt amiss that his red cap wasn't there. "Huh. Maybe I _did_ take a few bumps up there."

"There's certainly no such thing as a time machine," Molly said. "Nobody has that kind of technology."

Taking another slurp of soup, Baloo shrugged. Any talk of technology was over his head, although something suddenly dinged in his thoughts. A logical epiphany. He set down his spoon and turned to face her. "Yet," he said.

"Yet," she repeated, nodding as she gathered his meaning. "Oh, my gosh. You really think?"

"It's what Louie thought. I can't come up with anything better."

"Could it still be there?"

"Maybe."

"Maybe? Baloo, a _time machine_. That would mean the most significant invention of, well, forever! Didn't you _think_ about that?"

Baloo hunched over, his face darkened as he looked away from her. "Wasn't on my mind," he grumbled.

She recoiled a bit, silent. Then she slunk against his arm, nuzzling his shoulder. "I'm so sorry. However it happened, I'm just glad you're here again. I'm scared that I'll blink and wake up, and you'll be gone."

Baloo sighed, hunching even lower, like his very soul was deflating from within. "I wish _I_ could wake up," he muttered under his breath. "Maybe Louie was right. I oughtta go back there and see what I can do with that thing, maybe it'll get me back to..." He felt her squeeze on his arm, and suddenly he felt like a jackass for talking about leaving as soon as she showed up. "Hey, c'mon now," he said with a light, forced chuckle. He set the bowl of soup on the coffee table and brought his arm around her shoulders, and she draped one arm under his neck, resting her head on his shirt pocket. "It's nice to be here. Ya did great for yerself, kiddo. This is _some_ place. Lots of room. 'Specially, for just yerself, come to think of it. Oh! Unless there's... uh... _is_ there?" He was unsure how to ask the question he was getting at. Molly seemed to know.

"It's just me," she said, allowing herself a little laugh. "Company every now and then. _But,_ coming right up..." She raised her left hand, fingers straight, showing off an engagement ring with a sparkling diamond. Baloo blinked at it, having not noticed it earlier.

"What's _that?_ " he blurted. Not that he didn't know, but... _really?_

"I'm gonna be the ol' ball-and-chain for a wonderful fella!" She pointed to the photograph on the wall, the bear in the suit. "Charles Wright."

" _Him?_ " Baloo pushed himself to his feet, and Molly suddenly found herself getting dressed down by a scolding glare. She couldn't help but laugh. "Now hold on just a cotton pickin' minute, young lady. I don't know _nothin'_ about this guy! Ya can't just get hitched!"

"You'd _love_ him, I promise! He's a big fan of yours, after all."

"I don't care _what_ he ― wait, what? A fan? Of _me?_ "

"He grew up in town. He was a little boy when you saved the city from Karnage's lightning gun, and when the Pandas invaded. You and the _Sea Duck_ , you made him want to be a pilot. He always wanted to meet you. Now he can!"

Baloo grinned, attentive for more details. "Yeah?"

" _Yeah_. So sit down and relax."

Baloo did just that, nestling into the broad indentation he left in the cushions, resuming right where he left off. "Well. Maybe ya picked a winner. But that means yer last name's gonna be... nah, it just don't sound right."

" _I_ think he might be Mr. Molly Cunningham," she said, with a a playful twitch of her nose. "I haven't decided yet."

It was slow to arrive, but Baloo shook with a deep belly laugh, a contagious effect that made Molly do the same. "So he's a pilot? What's he fly?"

"He's an sky marshal, and a terrific guy."

"What is that, like a cop?"

"Yep."

"How'd you meet? Heh, get arrested?"

Molly's smile faded, if just slightly. Of course, _everyone_ asked that, she should have seen it coming as soon as she showed him the ring. Usually she was ready with a cute little tale, how it was a professional relationship at first that blossomed personal, and then romantic. In sensitivity, she found she couldn't tell it the same way to Baloo; the world was used to the circumstances that led to their meeting, it was old news. But not for Baloo. "Well, I was in the middle of writing my book," she began, after a pause. She hoped he could fill in the blanks for himself.

"Oh, right! Yer book! Why, Louie said ya were right celebrity. Ya really did, huh?"

Unlike when she mentioned her academic achievements, Molly didn't glow with pride this time; often she would have. She looked away, at the fireplace, sheepishly. "Well, yes," she said, with a shrug. "It's done okay."

"Now, then, I just got one question about it."

Molly lifted her eyes at him, apprehensively. "Just one? What?"

"Does it got any pictures in it? 'Cause I need me some pictures."

He was making a joke, she realized. She chuckled emptily, as as a polite response, but she was quite confused at Baloo's jovial attitude. But then she also felt it a relief, that maybe, in his own way, he was trying to take the book's subject matter with exceptional composure. Although, that seemed off. "There's a few. Old photos."

"Only a few? Well, shucks. I guess you'll hafta fill me in. What's it about?"

Her face fell with a certain shock, and she realized why he was taking the subject so lightly. He wasn't filling in the blanks for himself. He didn't seem to know what the blanks were to begin with. "Louie must not have told you."

"Nope."

"Oh my gosh. How could he _not_ have said anything about―" Molly's hand clasped around her mouth.

"What? What's wrong?"

Molly had to build up some mettle before she peeled her hand from her mouth. "The book's about Kit. Charles, you see, is one of the agents who keeps track of... sky pirates. We met when he interviewed me for a case file. Kit's... oh my gosh. I'm so sorry, I thought you _knew_ about Kit, what he's doing. What he's _done_. Louie told you about Mom, you said that he filled you in on where everyone was..."

"He told me about Kit," muttered Baloo, crestfallen. "I just don't believe it. Everyone's talkin' about him like he's the most dangerous guy in the world all the sudden."

"He _is,_ " said Molly, "but not all of the sudden. It's been twenty years, Baloo. Try to understand, a lot can happen. A lot _did_ happen."

Baloo's chin fell against his sternum, and he shut his eyes, wincing. "Nothin's the same," he mumbled. "Is it?"

" _You_ are," said Molly, giving his shoulder a jostle. Then she added, "Almost."

"Huh?"

"You look the same, but you're smile's missing. The one you always had, just natural. I'm trying to see it all through your eyes, you and your great big heart. Turning around and all the sudden and finding so many things are different, Louie, Mom and Kit... I think I understand. But, Baloo, nothing was your fault. I _know._ "

"But if I was there, I'd―"

Molly cut him off, "You're here _now_. With me. In my opinion, that counts for something."

"What do I do?"

"What do you _want_ to do?"

His answer was slow to come. "I wanna wake up from this. I'm sorry, Cupcake. I don't wanna hurt yer feelin's, but I wantcha to be _six_ again. I wanna get yelled at by yer mom for bein' a slob. I wanna know that Kit's _Kit,_ an' that he's okay."

Molly nodded, sympathetically. "I guess the only possible way any of that's happening is if you go get the thing that brought you here. If it _is_ a time machine, if we can figure out how it works, maybe it can get you back."

"We?"

"You're not going to look for it alone," scoffed Molly. "You just got here. I'm not letting you out of my sight. I _miss_ you."

Baloo felt a world of guilt crushing him from the inside. He could see the pain in her face, that her words were true, she missed him. Thing was, he didn't miss her. He couldn't. He felt like he should, that he _wanted_ to. But like Rebecca, he had just seen her that morning, cute blue ribbons around her ears.

"Jeez, Baloo, we really don't know what kind of device it is, what makes it work," Molly mused. "What if you did something wrong and it _exploded_ , with you in it? Maybe we should have someone else take a look at it."

"Like who?"

"I don't have the foggiest. A scientist? I know some professors who'd give anything to tinker with a device like that. But then, you'd likely never see it again. No, we'll check it out ourselves first. We have to be _careful_ , understand? Can you imagine if word gets out about a time machine? Everyone's going to go nuts."

"Everyone _did_ go nuts, if ya ask me," said Baloo. He turned his head to the photographs framed on the wall, to the one of him and Kit.

Molly sighed, curled her legs on the cushion, and rested her head against his shoulder. "You know, it's a good thing you looked me up. I never would've forgiven you if you hadn't."

"Well of course, Cupcake. Wouldn't miss it."

"But if all you _really_ wanted to do was zip back to twenty years ago, what was keeping you from using Louie's plane and backtracking to that island? You came all this way because of Kit, not me. You want me to help you find him."

The guilty answer was stuck in Baloo's throat. He began to stammer nonsense. "W-well I... I mean I didn't―uh, I wanted to see ya, too ― of course..."

"Oh, hush," said Molly. "I'm not mad. You and Kit fit together like a two-piece jigsaw puzzle. Now you're hearing all these things and you want to help get him straight. I get it. For what it's worth, though, I think time machine ought to take top priority."

"Louie said 'bout the same," said Baloo.

"I suppose we're just trying to soften the blow," said Molly. "You're not going to like anything you see or hear about Kit. His half of that jigsaw puzzle, it's... torn up."

"Tell me what happened?"

Molly raised her eyebrows at him. "Shoot, I knew I was going to have to, the moment I knew it was you." She stood up, picked up the half-empty and now lukewarm bowl of soup from the coffee table. "All right. Let's go sit in the kitchen, and get some coffee on. We're both going to need it."

* * *

 _ETA for next update is late April/early May. Almost done.  
_


	3. Chapter 3

**Chapter 3**

It was spontaneous, brave, and daring. We couldn't see it at the time, not staring down the barrels of the pirates' guns. Actually, I was hardly aware of the guns raised and aimed to riddle us with bullets. Who cared about that? He had just ripped the head off of my favorite doll and told me to _shut up_. I thought he was my friend, how dare he!

It wasn't until years later that I would fully realize the depth of his self-sacrifice that day. I only realized it through hindsight, when it occurred to me that all of the wonderful memories we shared at Higher for Hire would never have been. He gave us up to save us, facing the consequence that the cruelty of his betrayal would be our lasting memory of him. He did it facing the unfathomable despair that he may never again get a chance at what he had only glimpsed upon those first few days, the warmth of friendship and family. His was an act of love, blind love for people he hardly knew, for a family that wasn't his, but was meant to be . . .

I don't remember it ever being discussed, not even privately speculated about by my mother. It didn't matter to us why Kit had joined in with Don Karnage's sky pirates. What mattered was who he was as we knew him, a sweet child, a natural hero. I think we made an assumption and agreed upon our own unspoken narrative of his story, that of an orphan street urchin who, upon a chance opportunity, saw a fanciful career of wealth, flying, and swashbuckling adventure, but was a good kid at heart who truly only wanted a family to belong to, and he was ultimately disgusted by the reality of violence and animosity of the pirate life.

None of us questioned that some of it might have appealed to him.

 _Excerpts from_ _Cloudkicker_ _, by M. E. Cunningham._

* * *

"I had just started college. Mom was _so_ proud. But you know Mom. Always the entrepreneur. Truffle hunting pigs? Gas stations in the sky?" Molly sipped coffee from a porcelain cup, and when setting it down looked into it as if reading the story from the rising steam. Baloo, sitting adjacent to her at a square kitchen table, was never fond of the bitterness of coffee and instead had hot cocoa with marshmallows.

"One day she up and bought an abandoned diamond mine, thought with a little work she'd have more rocks to wear than Elizabeth Taper. You'd think someone would've been surprised, except that it was Mom, and she certainly had her ideas. Well, it was a big hole in the ground, is what it turned out to be. But she went out to explore it with Bill ― he was the pilot that ―" She hesitated; this tale she had been summarized dozens of times before, but explaining it to Baloo was jarring. "Well, he took over when you disappeared."

Baloo was silent. Sometimes he was looking at Molly, blinking, sometimes through the kitchen window at tree branches and gray gloom, sometimes at the froth of the melting marshmallows in his cup. He didn't say a word, but he listened to everything.

"Bill was an older man, and always a gentleman. Always dependable. He and Mom got along great, right from the start. Can't say I didn't see some flirtation there sometimes, and they would go out to dinner, go dancing. His wife had passed years before, he had sold his plane to make ends meet. I guess like we all did, he made a home out of Higher for Hire."

Molly's face darkened, for the memory of the story she was about to tell still brought her pain.

"Anyway, she and Bill went looking at this supposed diamond mine. The next morning, I answered the phone, it was the sheriff of that county. There was an accident. Mom had apparently gotten bold with her steps, only carrying a flashlight to see where she was going, and... she fell. A shaft that went a long way down, the bottom was rocks and water. Sheriff said she had she had probably gone instantly, Bill was such a nervous wreck that he couldn't talk. Oh God, what a day."

Molly paused for a long breath, and with her hands clasped gently over her heart, she continued, "She... she left me everything. The _Sea Duck_ , the business, all of it. I didn't know what to do. Bill was so shaken up about what happened, though, he wasn't able to work. He asked if he could take the _Sea Duck_ for a day or so and try to clear his mind. I had to say yes. When he took off, it was the last time I saw him _or_ the _Sea Duck._ A few days later, he was found dead."

"I heard from Louie," said Baloo. "How they found'm."

"He told you who did it?"

"An' I don't believe it, not a word."

"Funny sometimes what we believe in people," said Molly. "We can get surprised."

Baloo's shoulders squared, slightly bristling at that. The only time he _thought_ he was wrong about Kit's character, when he had just met him ― that day when they rescued Rebecca and Molly from Pirate Island ― he had been so very wrong. But he could see it in the sadness in Molly's face; she knew something. Baloo swallowed. "Ya mean... you really think that..."

Molly nodded slightly, and she could not bring herself to look at Baloo as she did. "It's true. Bill and Mom were the only two people in that mine that day, but there was never any evidence of foul play. I always liked Bill, he wasn't a suspicious guy. I knew him for years. He was kind and gentle, really soft-spoken. _Some_ people, though, didn't believe as much. Kit never, ever, trusted him. You wouldn't believe some of the episodes they had."

"So... tell me then, yeah? About Kit."

Molly paused for another sip of coffee, then another.

"The day you disappeared, Kit was rescued, but he was in terrible shape. He had a run-in with Don Karnage, didn't get away that time. The pirates, they..." She paused, wincing. "They toyed with him, almost killed him. Left him for dead. His left leg was broken in several places."

Baloo's eyes narrowed menacingly upon the rim of his cup. The rest of him didn't budge.

"Fortunately, someone had broadcast an SOS over the radio. They also tied his wound to stanch the bleeding. It saved his life. I'm pretty sure it wasn't the pirates, and you said you didn't see anyone else around, so that's still a mystery. Kit faintly remembered two distinct voices, one man and one woman. Some angels, who knows. But, Kit was found and brought aboard a Navy boat in the area. He almost didn't make it, and even then, he came came _this_ close to losing his leg.

"When they brought him back to Cape Suzette, Mom got a call saying to come to the hospital. She was furious that morning because she thought for sure you guys spent all night at Louie's again, yukking it up, but when she got that phone call, she almost cried. So, we put our coats on and she drove us to the hospital. A shore patrol officer filled us in on the details, where Kit and the _Sea Duck_ were found, and you were still missing. Kit was fresh out of surgery, and they kept sedated because he hurt so much. In the groggy moments he was awake, all he would say was that we needed to find you. He wouldn't talk about anything else.

"Well, in the days that followed, we tried. Shore patrol, Wildcat and Mom, Louie, Wiley Pole, _all your friends_ scoured that island. There wasn't a trace left of you. All the while, Kit wouldn't lie still in the hospital like he needed to. They eventually had to strap him down to his bed, because he kept trying to get out to find you himself. You could imagine how much he hated that. Mom brought him home, to our apartment I mean, and set him up in the guest bedroom. It was serious stuff, they had to put metal plates and screws into his bones to get them together. Even then, he wouldn't lie still. He was always trying to get up, despite the pain, always wanting to get out there to help find you. He wasn't at all helpful to himself in getting the bones to mend. His leg never healed right, even when he started walking on his own, he developed a permanent limp. He had to keep a brace around it, just to get around.

"Anyway. Since no one could find you, we were beginning to cope with the awful idea that you were murdered by the pirates. We started grieving. Louie had a memorial service in your honor at his club, but we ended up not getting to go. Because Kit... he didn't, _wouldn't_ accept it. Absolutely refused to go. Mom decided to stay with him, Wildcat too, and of course me. We were all distraught, but Kit got _furious_ when anyone talked about you being _gone_. He was cooped up indoors and was convinced no one was trying hard enough, but everyone was doing everything they could."

Molly cracked half of a smile, stoically. "His leg was still in a cast when he absconded with the _Sea Duck_ , to find you himself." That had made Baloo start.

"It was the wee hours the morning," she continued. "Wildcat was woken up by the sound of the propellers starting. He ran out after him, but it was too late for anyone to stop him. In the middle of the night, Kit took his crutches and had hobbled all the way through town from our apartment. We never found the crutches, I'm pretty sure Kit threw them off the dock. So, Mom got the phone call from Wildcat. I heard it ring and heard her get up to answer it, and I poked my head out my bedroom door to see her drop the receiver and run to Kit's room. Then she ran back to the phone. I didn't have to ask, or look, to know that Kit wasn't there. The plane had already cleared the cliffs by then.

"It's not like no one knew where he was going. So, Mom called the police, they sent shore patrol out to the island. They found the _Sea Duck_ fairly easily, beached on the shore. You'd think a boy on one leg would've been easy to find, too, but they lost Kit's trail in the thick of things. We didn't hear from them all day or night. Mom was resolute to rent another plane the next day, take Wildcat and go after him herself. We spent the night at Higher for Hire. When the morning came, we were woken early by a loud knock on the door. A police knock. They called Mom's name, and she ran down the stairs to answer it. I was right behind her.

"She opened the door, and it's two shore patrol agents and Kit. Another had brought the _Sea Duck_ back and was pulling it up to the dock. They said when the found Kit, curled in the grass deep in the island, he didn't even acknowledge they were there. He came without resistance and without a word. Oh, he looked awful. He hadn't slept, hadn't eaten, he was filthy, and the look on his face, I'll never forget it. He stared at the floor, so distant... he just wasn't _there_. I remember thinking how scary that looked: it was Kit, sure, but it wasn't him. Like some dead person was wearing his skin.

"Mom had to sign something for the agents, and she thanked them profusely. They were kind about it all; they knew the story and they understood. Some of them knew you from way back. They left, and it was just us, Kit in the middle of the room, still staring at the floor.

"Mom, of course, tried to have a firm hand, but I could tell she was trying so much to be gentle. She knelt down and took Kit by the shoulders, looked him in the eye and said that this couldn't ever, ever happen again. I'm not sure Kit heard a single word she said. He just kept looking at the floor. I don't know what he was staring at, what he was seeing, but it wasn't the real world.

"Mom asked him over and over if he understood what she said. It was like he was under some trance, that blank stare he had. Then me, I started to get scared, because I thought we were going to lose Kit, too, to some asylum. But then..."

Molly squeezed her eyes shut.

"Twenty years ago and I remember this as clear as five minutes ago. His voice was hardly audible, but I read his lips. My gosh, I can still see it so clearly. When he finally looked up at Mom, he said, 'He's not coming back,' like the finality of it all had just crashed down on him. His face turned into a water faucet. It was the only time I ever saw him cry. He grabbed on to Mom, Mom grabbed on to him, and all that emotion he'd been bottling up, it just burst. Mom didn't get up, not until Kit was good and ready to let go. I started crying too, of course. It was hard enough missing you, Baloo, but watching Kit miss you... there were some tough times."

Baloo's cup of cocoa had gone untouched. The marshmallows were completely melted. He had not the stomach for it. He pushed the mug aside, folded his arms on the table, and and laid his head down. Molly put her hand on his arm. "You okay?"

Baloo nodded, slightly. "Go on."

"Well, in the days and weeks after, he more-n-less pulled himself together, but it was never quite the same. We were all trying to adjust to a new sense of normalcy. Kit was reluctant to stay with Mom and me, he wanted to keep the bedroom at Higher for Hire. _That_ was his home, he said. I guess he didn't think he belonged in ours. But Mom convinced him, she had her ways. You couldn't just tell him that he was too young to live by himself, after all. She gave him a line to the effect of us two girls needing a _man of the house_ , making it seem like it was us who needed him more than he needed us. Well, that wasn't exactly untrue, either. Anyway, Kit took to that role seriously. Our protector, our watchman. Wildcat was flying the cargo to keep the business going, and Kit went along and did the navigating as often as he could, but sadly for him it wasn't that often. Again, his leg. He was stubborn about it, but he needed help. Lots of doctor's visits, lots of surgeries. Lots of bills. But, we made it work. For a while, it seemed like everything was going to be okay again.

"But things change. That's the only thing that stays constant, is change. Needless to say, it didn't set well with everyone. I mean, it wasn't always that bad. There were happy times, too. We laughed and had fun. That Christmas was one of the best days I remember from that year. It was us, Clem and Wildcat, but Kit and I cooked Christmas dinner for everyone, and we wanted it to be a big, fancy deal. We made Mom break out the good china and everything!" Molly was absently beaming as she made this recollection. "But, we got behind schedule and thought we'd save some time on the turkey by cranking up the oven. All the way! By the time we smelled the smoke it was too late. If we had better sense we would've admitted failure, but we served that sucker on a silver platter! Like no one would notice!

"So everyone's gawking at this bird, it's _black_ , burned to a crisp. Kit says, 'Nah, it's perfect! Look!' He carved himself off a big slice, and it was still rubbery and raw on the inside! He takes a bite of it, starts chewing really fast to get it down quick, but ends up gagging and spits it clear across the table into the bowl of mashed potatoes. Just, bullseye! We all laughed _so_ hard, for a long time. We ended up opening some cans of tuna fish and made sandwiches. That wasn't quite the fancy fine dining we were shooting for, but I wouldn't have traded that for anything."

Baloo chuckled out loud, for a moment lost in the scene, picturing it all perfectly, but slowed to a stop, suddenly falling sad. He was picturing it like he was there. How hard it was to accept that he wasn't.

"Things got ugly almost overnight," sighed Molly, falling back to a sullen expression. "There was a tension building for a while, I think, inevitable changes that no one talked about but we all thought were probably going to happen. Wildcat wanted to move out and get married, and that happening meant Mom would have to hire another pilot. She _had_ to. Her livelihood was invested in that business.

"So, one night she sat us all down, her, me, Kit and Wildcat, and we talked what was going to happen to Higher for Hire. Kit told her she didn't have to worry about anything, _he_ would be her pilot in a few years, and Wildcat could fill in until he got his license. He had it all planned out, I guess.

"Wildcat, well... he didn't want to stay. He wanted to settle down with Clem, and start his own family. That, and ― well, he never said it in front of me, but I could tell ― he was having a hard time flying with Kit. Kit's attitude wasn't great, and he would fall into these dismal moods. Maybe it was just part of becoming a teenage boy, but I think there was more to it.

"So much from what happened when you disappeared just ― haunted him. It was lots of things. Start with the big one, you being dead, or so we thought. And not just that, murdered at the hands of Don Karnage. And then the shape Karnage left him in. Not just the constant pain to remind him what happened, but he was awfully self-aware and sensitive about his limp, and that he needed a brace to walk without a crutch. I barely understood what it was gathering in Kit at the time, but now having time to look back with a broader mind, it was _hatred_. In one awful day, Karnage had robbed him of so much, the types of things that money can't account for. I wrote about it in my book, trying to put the pieces together. It was a deep, profound sense of betrayal. Because Kit ― well, before you came along, Karnage was the closest Kit ever had for a father. For an orphan, that's got to mean something, don't you think? To believe you've finally landed yourself a place to belong, someone to trust and look up to, everything he found with us, Baloo, he had a hope for with Karnage. Then, Karnage end up burying him into the epitome of misery. That cruelness from Karnage, for lack of a better word, it _poisoned_ Kit.

"In fact, going back to when he was rescued from that island, when he was still in the hospital, hoping the authorities would go after Karnage, he gave up the location of Pirate Island, at the risk of being fingered as a former pirate himself. Well, the police took down the information, never did anything to Kit about it, but it seemed like they didn't do anything _period_ , because Karnage kept plundering all over the place as usual. Sometimes, when we'd see things in the paper or hear something on the radio about Karnage, I'd offer Kit some assurance ― some ridiculously naive but well-meant assurance ― that Karnage would get caught soon. And you know what, any time I said that, I could see in his face what he was thinking. He was going to do it himself one day. And boy, did he."

Molly had gotten up to pour another cup of coffee from the kitchen counter. Baloo still had his head buried in his arms, and she felt awful about it, like she was hurting him. "Hey, big guy," she said softly, "Why don't we call it a night for now. I'll get some pillows and blankets, you can have the guest room."

Baloo raised his head and blinked at her. "You said it got ugly almost overnight," he said. "Tell me what happened."

Molly was slow pouring her coffee, bidding her time as if she hoped Baloo would somehow get sleepy in the next minute and want to go to bed. Baloo, however, watched her and waited. Though she loathed doing it, she resigned herself to his wishes and sat back down at the table. He _ought_ to know, she thought.

"That night when Mom sat us down, she said Wildcat had some very happy news. She let him announce it, that he had asked Clem to marry him. Three out of four of us were thrilled about it. Kit, though, suddenly got apprehensive and waited for the next announcement, which I think he knew what it was before Mom even said it. Then there it was, she said she was going to hire a new pilot." Molly paused and heaved a long sigh. "Kit. Flipped. Out.

"Oh, that was _not_ a pretty argument. I can understand being uncomfortable with a change like that, but I don't think any of us thought it would hit him that hard. He must have felt betrayed. I mean, he _did_. He flat-out called Wildcat a traitor. Oh, poor Wildcat, the things Kit said to him. Then to Mom, too. The _Sea Duck_ was _Baloo's_ plane, how could she let some stranger fly _Baloo's_ plane, sleep in _Baloo's_ room. It went on and on. He was inconsolable, no one could get him to calm down. ' _How could you,'_ he shouted, ' _how could you.'_ And Mom, at her absolute wit's end, finally shouted back, _'Because Baloo is_ dead.'"

Baloo recoiled in his chair at those words, grimacing with more than a little fright. Hearing it like that just made it sound so official.

"Yeah, _that_ went over great," said Molly. "Kit stormed outside and ended up tripping over the doormat. We just hear him yell out in pain and went rushing to help him, but he snarled at us to leave him alone. But he couldn't get up. His leg was already fragile and he'd just broken it again; the ambulance had to come pick him up. He spent the week in the hospital, having another surgery. He snapped at the nurses so much that they thought the devil was in him. When he came back home, things were chilly.

"Mom soon hired Bill, though, and things were clicking business-wise, and yet again we all started to adjust to the new normal, but Kit wouldn't step foot near Higher for Hire anytime Bill was there. He missed the _Sea Duck_ something awful, but he couldn't cope with someone else flying it. He was always short with Bill, and that's when he was being nice. Any time Bill tried to strike up a friendly conversation with him, Kit shut him up. I think maybe he saw Bill as a threat, somehow, to Mom and me, and he _was_ the man of the house, with a job to provide protection. He always said Bill was a kiss-up, a creep, and a fraud, and he said as much to his face, but Bill was never less than patient with him. He always invited Kit to fly with him, but Kit took it like an insult. Mom gave up trying to convince him otherwise and did her best to keep the two of them separated. Then on Wildcat's wedding day, Kit stayed home instead of going with us.

"So, there were definitely some growing pains. All the changes with Higher for Hire added to what Kit was dealing with his leg, becoming a teenager with the insecurity of feeling like he was broken. Plus, he was _aching_ to fly. He couldn't ride his board anymore and he was too stubborn to navigate for Bill. He'd spend his afternoons after school hanging out at airfields, making friends with other pilots, and sometimes volunteering to accompany them on their jobs. Then he'd be gone all day, sometimes all night, without notice. Oh, he drove Mom up the wall sometimes. But, somehow, we made it work." Molly smiled a little. "She was so strong. Sometimes I think she knew Kit better than he knew himself. She knew right when to put her foot down and when to cut him some slack. There was never anything official, but he was Mom's son and my big brother. We were a family, a regular one despite everything else. He'd help me with my homework, we'd to play catch at the park, go to the movies, all that stuff. He and Wildcat patched things up, too. In fact, that next spring, he and Wildcat went out on a little vacation, just two pals. They were gone for a whole week, went all over the place. Kit came back all smiles. Wildcat had let him do a lot of the flying, see. That became a semi-regular thing between them.

"Really, for the next couple years, as long as Kit wasn't in the same room as Bill, we generally all got along. But he never got over resenting Bill for taking your place. Poor Mom, every now and then she'd get caught right between them; Kit was always the aggressor and it'd end up with her scolding him for it. One time she tried to stand her ground and ordered Kit to apologize to Bill on the spot, or she'd ground him. Instead, Kit gave him _the finger_ and spent the next two weeks in his room. Two weeks, then on his first day 'free,' he went straight to Higher for Hire, and right in front of Mom gave Bill the same gesture. Before Mom could even catch her breath, Kit tells Bill, 'See ya in two weeks!' and leaves, back to his room. Kit was like a vampire and Bill was like a the sun. Any time they'd meet, Kit would be like this ―" Molly kicked her head back and hissed, bearing her teeth and making claw-like gestures with her hands. It was a futile attempt to lighten the mood a little bit. Baloo remained entirely solemn.

"Maybe Kit knew somethin' 'bout that guy," he said.

"If he did, I'm sure he would've use it against him somehow. Who knows why people trust some and not others. If you ask me, Kit was being a brat about it. That was just part of the temper he started showing. Then there were the fights at school. It was an eventuality that some blockhead was going to tease Kit about his limp. I think the first time it happened was when he was in seventh grade, middle of the year. Kit knocked out another kid's front teeth. Mom picked me up from school that day all upset, and her voice was hoarse like she'd been giving somebody an awful earful. She wouldn't talk about why, but when I got home, I was surprised to see Kit already there, and he had a cut on his right knuckles bandaged up. I wasn't great at arithmetic but I could put two and two together. What Kit did, though, must have sent a message, because it didn't happen again until he started high school. I guess that's when boys start turning into jocks, and bullies get bolder. Kit was having an awful time fitting in. He'd grown apart from his Jungle Ace friends. On his _first day_ , Freshman year, a group of varsity basketball players made fun of the way he was walking, and the fur hit the fan. First day! I come home and he's got a black eye and a busted lip, knuckles are all scraped up again. He had vowed never to go to school again, and Mom just about went crazy straightening it all out.

"That was one thing that really kept him together. She believed in both of us with the highest hopes, and she was never shy to tell us that. I think he wanted to be the man she knew he could be, to make her proud. He went back to class, but, gosh, the jocks kept pushing him, and the fights kept coming. Honestly, I don't think he ever started any of them, but boy, whoever started it, he he gonna finish it. Before we knew it, he was on the verge of being expelled, and it all came to a head at his last fight. As usual, the other guy started it, but it must have struck a nerve because Kit... _really_... did a number on him. Put him in the hospital. If the teachers hadn't pulled him off, who knows how bad it would've been. The other guy's parents, even though the other guy started it, they wanted to press charges and Kit got arrested for it. Ugh, what an awful day. Suddenly we were spending weeks in and out of court, and he was looking at having to go to reform school..."

Wearily, Molly put her chin in her palm. Then she shrugged her shoulders. "Let's just say he never got that far. Mom had hired a lawyer, we really thought we had a good case, although Kit loathed the defense they'd put together: the sob story of a orphan teenager who was getting relentlessly teased about an injury that had scarred him for life. He hated it so much, but he went with it. Then... we lost. Guilty as charged. Couldn't believe it. That bully had shown up in court in crutches and bandages on his face. Our lawyer pulled some legal maneuvers and got the case to an appeal before Kit had to do anything or go anywhere. It bought more time, but Kit... no, he did what he was always apt to do. He took matters into his own hands.

"It was the night before we were going to court to hear the judge's decision. Kit had been really quiet that evening. Before he went to bed, he gave Mom a big hug without saying a word. She told him that it was going to be okay, and he gave this little smile and nod. I went to bed convincing myself that Kit was going to win and we'd get everything straightened out again. But I never fell asleep. When I heard my bedroom door creak open in the wee hours of the morning, I knew... I just _knew_... what was about to happen. I sat up; it was dark but I could see Kit was dressed to go out. The first thing that came out of my mouth was _please don't go_."

Molly's eyes shut tight, her head hung low, and she relived the memory of that night:

'Tomorrow's going to be okay,' she insisted. 'You'll see!'

He shook his head. 'Tomorrow's gonna be too late. They're gonna send me up the river. Can't let it happen.' Shushing her, he knelt by the side of her bed, wincing for the effort and pain such a simple maneuver incurred, took her hand in both of his and squeezed it. 'No matter what happens...' He paused to swallow. His voice was cracking, and though he forced a tone that was brave and strong like he had this all figured out, it barely hid how afraid he was.

'Kit, this is stupid,' hissed Molly. 'Your leg!'

'It's better,' he insisted. 'Listen. No matter what happens, I promise, I'll always look out for you and your mom.'

'Where are you going? You can't. You _can't!'_

'Shh! It's gonna be a million times worse if your mom gets up.'

'But she's _your_ mom, too.'

Those words had stung him speechless, shown in a guilty grimace. Slowly, he lay his forehead upon the edge of the bed and stayed like that, and for an instant Molly thought she had won, that he would forget this nonsense and go back to his room. It was a fleeting instant. When Kit raised his head, teary eyes glistened with reflections of moonlight from the window. He raised the back of her hand to touch his cheek and nuzzled it. 'Thank you for being my family,' he said. And with that, with as much effort as it took to kneel, he pushed himself up to his feet.

Molly's lip trembled as he walked away. The things she wanted to _scream_ , to wake Rebecca, to wake the whole world, to do anything to keep him from leaving. Such a desperation grew with every step she watched him take, but when she finally spoke, she kept her voice low. 'Families stick together!'

He stopped mid-step, as if set upon by an overbearing weight that set over his shoulders. With a sluggishness that such a weight encumbered, he turned to her. At first he could say nothing, and Molly for one more fleeting moment thought that she had won him over. 'I know,' he said. 'But they forgive each other, too. I'm sorry.'

'No!' cried Molly. She kicked off her blankets and darted toward him, wrapping her arms around his waist. She was weeping before she reached him. He shushed her gently and told her they would all be okay, but she found his comforting words empty, betrayed by his own uncertainty. The thought occurred to her to simply not let go of him, ever, and then he would have to suffer carrying her along if he wanted to run away. But, she let go, sniffling. He smiled down at her, sadly.

'When will you come back?'

'Soon as mess blows over,' he said. 'Just keep an eye on the sky, okay? I'll be there, somewhere.' With that, and a few more steps, he was but a shadow in the hall. She saw his silhouette turn back to her one last time before it disappeared, and his voice whispering in the darkness, 'G'bye, kiddo.'

At her kitchen table, Molly shuddered like a draft had seeped through the walls of her house. "I never even told Mom that he said goodbye," she said. "What would she have thought if she knew that I let him walk out? Oh, Baloo. I should have shouted from the top of my lungs that night. How could I have been so stupid? I could've saved ―" Her hand flew up to her mouth, catching a sob before it escaped.

"Hey, now, sweetheart," said Baloo, and he was about to jump out of his chair to comfort her when, with a wave, she gestured for him to stay seated. "No, I'm okay," she said, after a sniff. "You'd think I'd be over it, but he was a brother to me and I loved him. I still do, damn it. I miss who he was, and it _hurts_ that he's still here but so far gone."

For a long moment, Molly fidgeted with her coffee mug, what remained in it now less than lukewarm. She ended up pushing it aside, and straightened herself in her seat. "It doesn't get any better after that," she warned. Baloo nodded that he understood.

"When he left, that was that," said Molly. "We didn't hear from him again for four whole years, and even then it wasn't just _us_ that heard from him, it was the world. In the meantime we'd heard rumors from pilots abroad, someone was being a big thorn in Don Karnage's side. Then it was a small group, sabotaging the pirates' operations. We had hope, because something rang of Kit out there being a hero. But then there was word of dead pirates. That didn't ring true of Kit. Well, it started ringing truer.

"Two years after he left, you see, Hounland started launching invasions around the world. Ever since the Great War ended, they'd been biding their time, rebuilding their war machines, strengthening their army. Usland went to war against them, and it was the _Second_ Great War. A big, violent mess. Young men were enlisting in droves right out of high school, and others were getting drafted to meet the demand for soldiers. They _had_ to go, even if they didn't want to, or they'd get thrown in jail. Unbeknownst to us, a number of these conflicted soldiers crossed paths with Kit, and suddenly went AWOL.

"Then, four years after Kit left home, this rag-tag flying gang hijacks the W-BLAH radio station in Pazooza. At the crack of dawn, they landed a dozen planes in the middle of the street and set up barricades at the intersections that looked like barrels of TNT. The cops were completely unprepared for anything like that, and they thought the barricades were bombs so they wouldn't cross. The hijackers had essentially closed off their own runway to escape. The broadcast from that radio station was heard all over the globe. It was played back on the radio, transcribed the papers, everything. A young man identifying himself as _Cloudkicker_ spoke out to the world, imploring everyone who could hear his voice to stand against the draft, stand against their politicians, and not to waste their lives at the whim of cowardly old men who only looked to increase their egos and wealth. Conquer _them_ , he said. You'd be labeled a criminal, but there was an alternative: join him, and take up the fight for the free skies, and fight for what matters to you. He was _nineteen years old_ , Baloo, and he was suddenly a leader of small army. I've been his biographer, a very studious one if I say so myself, and I still don't know how he managed to put it all together, or why he felt so motivated to get involved in a war. What I do know is disillusioned pilots joined him from Hounsland, from Usland, everywhere. Criminals and thugs looking for a way off the street flocked to him.

"He ran skirmishes against against both us and the Houns. After all he hated about Karnage, _he_ was the one pirating. He would take their planes, their airship and their weapons wherever he could get a chance. Before you know it, both sides of the war are strange bedfellows in capturing or killing him. They couldn't. An entire Usland fleet, with an aircraft carrier, finally caught up the airship Kit was on one day. I bet they thought it was going to be a turkey shoot, and it was, for the most part. The navy creamed them. Their battleships shot down the airship, and their planes that escaped from it were mopped up by the navy pilots. It was a massacre, all except one plane.

"They couldn't touch him. The carrier launched more and more planes at him. They say at one point it was twenty versus one. Imagine, the bullets were flying, but this one plane was like a leaf in the wind. The navy planes were shooting themselves down. They say the commanders watching from the decks were beside themselves. This pilot, this one pilot, evaded everything thrown at him and shot with absolute precision. Maybe that's an exaggeration, but no one could deny how incredible it was. His plane had two rockets under the wings, and with an entire squadron still trying to take him down, he aimed for the carrier. Two rockets hit the carrier right under the water line. That big, heavy ship _sunk,_ Baloo. Sailors scrambled to their lifeboats, still watching the show above them. Even when it ran out of bullets, this rebel plane danced and evaded the navy pilots until it ran out of gas.

"It's said that when they pulled Kit from the water, there was debate whether they should shoot him on the spot. A lot of people had just been killed, after all, people on Kit's side, and all navy pilots that he had shot down. They put him in chains and carried him off. Even as a wanted criminal, what he did was the stuff of legend. The world took notice. They holed him up in prison while the world waited for news and the upcoming trial. Well, he didn't last long in prison, not even long enough to see a day in court. His crew came for him. There was a bloodbath of a jailbreak. After that he continued right where he left off, jumping into the middle of the war against both sides.

"His antics were overshadowing everything. Popular opinion for the war started taking a nosedive. Then, very suddenly, both sides declared a stalemate and a truce was drawn. Just like that. The Houns and Usland rescinded their forces, abandoning the territories they had ravaged while fighting over boarders. Three years after it started, the war ended with a fizz instead of a bang. But there was something else that had happened, something that was discovered by the press and became the biggest scandal ever. The details were leaked by anonymous military people. Just before this truce was drawn, Kit had raided a secret Air Corps facility way, way in the Wasabi desert. The public didn't even know it was there, and he had gone an awful long way to get to it. They were making bombs, _atomic_ bombs. Turned out one of these things was powerful enough to level an entire city, and just a few of them would leave the entirety of Hounsland a burning hole in the ground. That was Usland's checkmate, but all but one were still in production at the time of the raid. Kit destroyed the facility to keep them from making more, but made sure to take the completed one for himself. Now suddenly he's got this bomb, and both sides were scared to death that if they continued their aggression, he would use it on either one of them. _That's_ how the war ended. Kit brought it to a halt."

Baloo considered that, though in a way that was grasping at straws. "But if he helped stop a war," he said slowly, collecting his thoughts as he spoke, "then he can't be as bad as all that other stuff. Stoppin' a war make you a hero."

Molly made a scoffing noise. "Heroes are a little hard to come by these days." She shook her head, reaching for her cup of lukewarm coffee, and drank what remained in one gulp. "By the way, during that time Karnage and his _Iron Vulture_ had laid low, very low. You heard of their pillaging now and then, but it became rare. He wasn't the big dog in the sky anymore. Karnage, being Karnage, wouldn't stop pirating, but I think he dreaded an all-out confrontation with Kit. He had good reason to. Kit had him outnumbered and out-gunned. After the war stopped, Kit became even more dangerous. They had power, now, especially with the bomb. That kind of power, I guess, Kit wasn't apt to just give it up, war or no war.

"He was like a mobster boss, assigning airships to their own captains and crew and sending them out all over the world, all of them reporting back to him, all of them sending up a percentage of their loot. He wasn't just a sky pirate, he was _controlling_ piracy. The nations were ― _still are_ ― apprehensive about officially using their militaries to oppose him. Again, the bomb. I think Kit was smart about that, at least, recognizing the balance of power. It still goes today, that he keeps his boundaries to international skies and oceans, not raiding cities like Karnage. That way, he doesn't force their hand and they don't force his. Of course, that didn't help any businesses around the world. Hiring armed escorts became a regular occurrence. Some corporations hired mercenaries to make attempts on Kit's life, others simply _paid_ him for the privilege of passing through. It's a protection racket that still going.

"Apparently, there was one business man who wasn't going to play it that way. You probably noticed something different already about the skyline downtown."

"Khan?"

Molly nodded. "Kit went from one war to another. Instead of the Houns and Usland, it was Khan versus Cloudkicker, and Khan put his entire corporate muscle into it. As it went on, you'd read about pirate ships exploding, Khan mercenaries showing up all over the place to stage anti-pirate operations, and Khan selling divisions of his company and bolstering his private security, everything focused on bringing Kit down. Khan, Khan, Khan, in the news, every day... he was the savior of a nation, according to all the papers.

"What does Kit do... what does _Cloudkicker_ do. He attacks Cape Suzette. A whole slew of airships, in the darkest hour of the night, a step ahead of the nearest navy fleet. Khan had kept his biggest battleships on the outskirts of the cliffs, just in case, but when that case finally arrived, the battleships sank. The airships Kit had were weapons that everyone had underestimated. Khan's gunships took out a few, but once they were past, they went for the cliffs, perforating them with artillery, and another airship ― the _Inferno_ , they named it ― the stuff of nightmares. It hurled out giant streams of fire like a dragon. The cliff gunners never stood half a chance. Men with families, protecting the city, wiped out."

With dread, Baloo recalled how crumbled and scarred the cliffs looked from his boat ride into the city. He never thought the reason behind it was... no, not Kit. It wasn't possible.

"The city sent out their attack planes, Khan sent out his, but they were only delaying the inevitable. Kit bombed Khan's airfield, his warehouses, his gas stations, everything he owned in this city, and anything that might have been in the way. The _Titanium Turkey_... remember that one? Howard Huge? Not only did Kit have it, but he turned it into some sort of god-awful machine gun platform, dozens of them. It flew over the city in big circles, blasting everything that might've belonged to Khan, but the big bullseye was the Tower. They raked it with bullets, stripping it of its glass and tearing it apart bit by bit. Then the airships crossed the cliffs, gave _Inferno_ cover, and it went straight for the Tower."

She thought about getting up and finding the old newspapers from that day. The photo on one front page spoke more of the horrors of that night than any way she could speak of it. The blurry photograph, taken in the midst of the attack with obviously shaky hands, captured Khan Tower as a massive pillar of flame, one bursting bright against the night sky in the hard edges of the black ink. It was taken only moments before the bombs were dropped that would level the Tower entirely.

Other photos captured the dreadful dawn awaiting a city left to reckon with it. Half of downtown was crushed under the demise of Khan Tower, left only the nub of a skeleton of metal beams sprouted from a field of ash and debris, a pale, hellish snowfall blanketing where only twenty four hours before streets were crowded with business and bustle. Another showed aircraft parts strewn in the rubble, and yet another captured a sobbing little girl sitting alone on the curb of a brownstone apartment building, a giant, scorched hole in the masonry where one of Cloudkicker's planes had crashed into her home.

Molly _thought_ about showing those newspapers to Baloo. She didn't dare. "I remember the _Iron Vulture_ 's lightning gun attack when I was a little girl, and this was so much worse."

"Wha'... what did _you_ do?" asked Baloo.

Molly seemed surprised at the question. "Me? Well, I... wasn't there, actually.

"I was kidnapped. Two days before the attack. These thugs broke into my house, tied a scarf around my mouth and stuffed me in a bag. I was hauled off and put in a plane, and we flew for hours, I don't know where. When they un-bagged me, I was in some cabin, like out in the woods somewhere, and they locked me inside. The windows were boarded and nobody answered when I banged on the door. There was a bed, a cupboard full of food, a little bathroom and running water, a fireplace... hell, it was a cozy little getaway. At first I was terrified, then I was angry. I _knew_ Kit was behind it all. Then I was terrified again, because I knew _why_."

"He wanted to keep you out of―" Baloo clamped a hand over his mouth; he was following along a little too well for his own liking, as if any of this was really making sense. Molly wasn't lying, he was sure, but she had to be mistaken somehow. He was not about to believe any of this was truly Kit's doing.

"Lots of innocent people died that night. He _knew_ they would die, people who had nothing to do with his beef with Khan, and he thought that was okay. As long as _I_ wasn't one of them. I _hated_ him for it.

The kidnappers bagged me up again and left me in Port Largo, Kit's little way of telling me to find a new place to live, I'm sure. What happened in Cape Suzette was all over the news. All the incoming air traffic was closed, so I had to find a boat driver to take me back home. When I got back, downtown was still smoldering. For a while, it looked like the city would never recover. I thought hearing and reading about it all on the news was bad, but when I talked to the people that witnessed it... it made my skin crawl. But it was how it ended, the way they described it, I don't think anyone could have expected it.

"They arrived, just at the break of dawn. You couldn't possibly understand, twenty years ago was just a few hours to you. But there all the sudden was the _Iron Vulture,_ a new red emblem on its tail. Don Karnage. Their planes swarmed Kit's, planes zipping everywhere, shooting, falling out of the sky... they sent the _Titanium Turkey_ into the bay. Karnage put up enough of a fight for the navy to finally catch up and run Kit out of town. I know that look on your face. I was thinking the same thing when I heard about, that it couldn't be true, that everyone was mistaken about what they saw. I couldn't get it through my head, that... Don Karnage saved the city."

"Yer _sure_ it was him?"

"It was definitely the _Iron Vulture_ , that's not hard to miss. And, apparently, he... taunted Kit on the loudspeakers. Yes, it _was_ Karnage. Still a wanted criminal a hundred times over, mind you. But the Navy, seeing what he did... they let the _Vulture_ leave. No one went after him. And Kit, well, what was left of his group landed at Louie's. You already know what happened there."

 _I don't_ , Baloo thought, his eyes squeezed tight. _I don't, I don't, I don't. Karnage a hero, Kit the bad guy... nope!_ He opened his eyes again when he felt Molly's hand on top of his.

"Baloo..." That look she gave him, the kind that comes before words laden with heartache. He almost wrenched his hand away to plug his ears. "He can't know you're here. Trust me. A time machine? He'll want it. It's all he'll care about. And there's no telling what he'll do with it, or how it can effect everyone else."

Baloo's regarded her with only a blank expression, one slowly drooping as would melting wax. Then he simply rose from the table without a word, turning away from her, and walking away only as far as to where the kitchen linoleum met the the living room carpet, where he stopped and slouched his shoulder against the archway. Molly began to go after him, but instead sat still when she saw that what he was trying to show as a covert scratch of his nose was him wiping his cheek with the back of his hand.

"Baloo? You okay?"

The big guy was still for a moment, then lumbered around with slow, heavy feet to face her. He drew a breath and opened his mouth, like he was about to make an argument ― but really he wanted to make a plea, for her to tell him that she didn't really believe everything she was saying. Such words never came. He closed his mouth and swallowed. "I gotta find him," he said, a murmur.

"No, Baloo, you're not listening. That time machine ―"

"I _gotta_ ," said Baloo. "I just... I just gotta."

Molly, resigned, ducked her head and sighed. "Fine. We'll find him, then."

"Now I didn't mean _you_ had to ―"

" _We_ will find him," insisted Molly, rising from her chair. "Okay?"

Baloo nodded. "Okay."

Molly glanced at a clock on the wall and grimaced. "We better get an early start tomorrow. C'mon. I'll show you to your room."


	4. Chapter 4

**Chapter 4**

 _'Baloo! Get up! Get ― up!'_

 _Tandem with those last two words are an irritating poke of her finger thrust in his chest that makes him squirm. The boss is on his case again._

 _'All right, all right, I'm uppin'!'_

 _He lifts his cap from over his eyes and sits up in his easy chair; she's already gone, probably stormed away in a huff._

 _'Boy, she's in a mood,' he mutters. Since he never left, he feels a silly about how good it feels to be home, even if it was back to being yelled at. 'Hey, Beckers, lemme tell ya about this dream I was havin'. I was in the_ future _― Becky? Ya there?' He scans the room. The typical Higher for Hire clutter. He sees and hears no one._

 _'Hey, where'd everybody go?'_

 _Outside. They're outside, he thinks. He stands up, turns around. The door... someone moved it? He turns the other way. It's not there either. Turns around again, has he already check here?_

 _He panics. He's trapped. Up the stairs! Get up the stairs! He turns, another wall. Which way are the stairs?_

 _He hears the door click open. He can't find it. He can't see it. Small footsteps. Where are they? Somebody's in the room with him, behind him. No matter how many circles he turns, always behind him._

 _'What's the matter, Papa Bear?' asks Little Britches, 'Forget something?'_

* * *

"Lil' Britches... Lil' Britch―where... where _are_ ya?"

Baloo's knuckles thumped on the floor, the sound padded by the carpet, when his arm swung down the side of the bed. He woke up, on his stomach, his left shoulder hanging off the side of the mattress. His pillow and blanket were strewn about the corners of the bed, like a miniature tornado had wreaked disaster over his slumber. He lifted his head, blinked, smacked his lips, squinted at the new gray morning glowing through the curtains, the pane of the window clacking against the wind.

For but a brief second, he didn't recognize the room. Then he remembered everything. Everything, except ― he sat up, troubled ― the route from his easy chair to the front door of Higher for Hire. He shut his eyes tight, and with great concentration mentally charted out each step and turn, and finally, recalled which way the stupid door was. But that photo on Molly's wall of him and Kit fishing, he still couldn't remember that one. Now going loopy on something as easy as the front door, something was wrong. He knew he wasn't _that_ forgetful.

 _What's the matter, Papa Bear? Forget something?_ Kit's voice echoed in his mind, hauntingly.

"Sure did," he murmured. He suddenly sniffed at the air. One thing twenty years had not changed was how wonderfully tasty was the smell of frying bacon. He yawned, pushed himself to his feet, and lumbered into the hall and down the stairs, following his nose and the sizzling sounds in the kitchen.

"Morning, sleepy-bear," greeted Molly, handling a sizzling pan on the stove. Bacon and eggs. "I _thought_ the smell of breakfast might rouse you from your slumber."

"Mornin', Cupcake. Smells great." He noted she had probably already been up at it from a much earlier hour, for she was already dressed regular-like and had her hair in a neat pony tail; no trace of bed-head or sleepy eyes. She must have been one of those ― what do you call them? Morning people?

"There's orange juice in the fridge," she said. "Cups in the cupboard. Help yourself. Grab some forks, too, would you?"

"Sure." As Baloo opened the refrigerator and cupboard, a drawer for the silverware, set two glasses, two forks and a bottle of orange juice on the table, Molly noticed he was glancing around the kitchen, like he did last night when he first saw it. "I bet you're thinking exactly what I was thinking when I woke up," she said.

Baloo dragged a chair away from the table and sat down. "What's that?"

She smiled, sweetly, stepped away from the stove and poured him a glass of juice. "That here you are, and it wasn't all just a dream."

Baloo sighed. "Yep. Here I am." He took a drink from his glass, and watched Molly as she piled up hot fried eggs and bacon strip onto two plates, one with significantly larger portions. She was a good gal, he thought, too good to get roped up in any of this. "Listen, hon. Now that we slept on it, maybe ya should just stay here, an' I'll go―"

"Nope." She set the larger plate down in front of him.

"But, Cupcake..."

"I said _no_ ," she insisted, and Baloo started. That may as well have been Becky's voice coming out of her mouth. "Even if you had the money to rent your own plane, you wouldn't shake me if you tried."

"All right, suit yerself," shrugged Baloo. He dug into his plate and shoveled heaps of fried egg into his mouth.

"And now that we've slept on it," Molly said, throwing his phrase right back at him, "Are we going to look for Kit, or the time machine?"

Baloo looked at her like he was surprised she even asked, because there was not a second consideration in his mind. "Lil' Britches."

"Little Britches." Molly shook her head. "Oh, gosh, that's weird. You still think of him like that."

"He needs our help."

"He _had_ help. He had me and Mom, who'd do anything for him. Nobody twisted his arm to become a monster. I'm just saying, Baloo, _you_ don't know this, but _I_ do. There's a time machine out there, and if _he_ gets his hands on it ― I don't know what all he could do with it, but I don't want to find out. The whole world could be in big trouble."

"Whatever ya say, but no one knows 'cept you an' Louie, anyway."

"For now. If you and Kit meet, how are you going to explain you suddenly being here?"

Baloo dropped his fork in a puddle of yolk, a defensive anger scrunching his brow. "Hey, now wait a minute. You ever see him hurt anyone? With yer own eyes?"

"What are you talking about? He attacked this very city!"

"But you weren't there."

"Yeah, because he kidnapped ― ugh, why does it _matter_ if I've personally seen him hurt anyone? Everyone knows."

"Not everyone."

 _Not you_ , thought Molly. She rolled her eyes to the ceiling, taking a breath to collect her patience. "Only everyone who's been here for more than two days. I'm trying to protect you, believe it or not." Her look softened with sympathy, the same look Louie had given him, sympathy in which Baloo could just not comprehend. In fact, he was finding it a little irritating now. "I don't want to see you get hurt."

Baloo, hungry as ever, had wolfed down his breakfast in mere moments, chewed with full cheeks and swallowed the last of it down voraciously. "Aw, c'mon. What'n the world makes you think he'd do _me_ any harm?"

And while the look he gave Molly was incredulous, her's was anything but. "You don't want to test that," she said coolly. It gave him pause, but not enough, she could tell. He smiled, slightly, like he just knew better. Irritated, she feared he was taking all she had said like some campfire ghost tale, something that might scare you if you thought about it but was ultimately nonsense. She wasted her breath no more about it while she hurried with her breakfast. A moment later, with a little more than an empty plate, she set her fork down. "All right, if it's what you want. Let's go get a plane."

Eagerly, Baloo followed her into the living room. "Any idea where to look?"

"Sort of. It's called _Iron Cloud_." Molly led him to a globe she had brought from her upstairs office and set on the coffee table. There was also a big cardboard box on the sofa. The room still smelled of last night's soot from the fireplace. She picked the globe up and drew a route with her finger, a quarter ways across the sphere. "It's an airship, a huge one. I'm not sure if its name is supposed to be some twisted homage to the _Iron Vulture_ , but its Kit's biggest and meanest, and Charles says if Kit calls anywhere home, that'd be it. Last I heard in the news, it was somewhere here, passing over the Great Strait. That was two weeks ago, though. We'll have to look for it, maybe have to ask around. Once we get close enough, though, they'll probably find us before we find them."

"Can yer Charles guy help us out?"

"He might even be physically looking at it right now for all I know," she said. "He's running surveillance through next week, tracking pirate movements. Not always _Iron Cloud_ , though. It takes him all over the place. But no, if he knew I was coming along, we'd never get past him."

"All right, so we'll do some lookin'."

"I'm not sure what you're expecting. You can't just knock on the front door of this thing."

"Why not? I did yours."

"Oh, you're _impossible_ , you know that?"

"Yep!"

"Impossible, stubborn, impulsive, rash, and... and...!"

Baloo didn't care. He crossed his arms, smirking. "And?"

Molly stamped her foot down with a huff. "And absolutely wonderful."

Baloo nodded. "That's about right."

"I have a surprise for you, by the way." Molly had walked around the coffee table and put her hands on the closed flaps of the cardboard box. "Close your eyes."

"Really? What is it?"

"A surprise. Eyes closed. No peeking!"

Baloo complied, listening to the rustling of something being removed from the box, then felt something draped over his shoulders. He knew at once by the leathery scent what it was, his bomber-style jacket with the wool collar. "Hey! Where'd this come from?" He slipped his arms inside the sleeves; it fit as comfortably as his own skin.

"It didn't fit Kit, so Mom held onto it as a keepsake, and so did I." She stepped back and looked him over, with an absent, wistful grin. Vintage Baloo, right before her eyes. Her look was making him blush, and realizing that, so did she. "Well. We better get going." A coat-rack by the front door hung a dark blue overcoat and a white scarf. She bundled herself up in these and opened the door, icy wind swirling from the stoop and immediately invading the cozy warmth inside. She pulled her scarf over her chin. "It's going to be cold today."

* * *

"Gonna need to show me a pilot's license," the clerk behind the counter told them, a badger in horned glasses and hairdo resembling a mop. On the premises of the Cape Suzette airport, his company _U-FLY_ rented airplanes for a sizable fee and deposit, which Molly had just covered with her checkbook. Baloo couldn't help but feel a little guilty watching her do so, so when it came to showing a pilot's license, he chivalrously squeezed in front of her at the counter and fished out his from his shirt pocket. Proudly, he showed it to the badger, who just frowned, not amused at all.

"This supposed to be some kind of joke?"

That wasn't the reaction Baloo was expecting. "Hey, the picture ain't _that_ bad."

"Who cares about the picture? This license expired _years_ ago."

Flinching, Baloo withdrew his hand and apprehensively glanced at the date on the license. "Oh! Well, I, uh... always meant to fix that. Somethin' was _always_ comin' up, ya see."

Molly squeezed back in front of the counter. "Here," she said, laying down a pilot's license of her own. Baloo couldn't believe his eyes. "Where'd ya get that?"

"In a cereal box," she muttered dryly, without skipping a beat.

Satisfied, the clerk jotted down information from the license and slid it back to her over the counter, and also a key on a giant brass ring, which Baloo instinctively reached for but the boar evaded his hand and made _sure_ he gave it to Molly. "All set. She's out back. Follow me." And while they followed him out the back door, and Baloo watched on incredulous, Molly whistled a random happy tune, twirling the key-ring on her finger.

Outside, the paved tarmac was still wet from last night's rain, and the fog thick enough to obscure the sight of the cliffs beyond the bay. A deafening roar erupted to their side that made Baloo start ― a jet airliner sped down the runway, lifted, and was lost in the fog in a matter of seconds, leaving the echo of its engines behind.

The plane waiting for them was a cramped vessel, or "cozy" as it was advertised. It was meant for small courier runs, mail bags and such. It had had a two-seat cockpit, an unpainted, bare metal finish ravaged with rust and dents and a number 3 painted on the wings and tail; it had three engines, one on the nose and one under each wing. It was parked near several others just like it, each with its own number. A fleet of flyin' junk, thought Baloo. He barely squeezed his rump through the cockpit door, and once he did, the pilot's seat was already occupied. "Hey!" he protested.

Molly turned her nose up at him. " _Who_ is the legally licensed pilot here?"

"Aw, you gotta be kiddin' me."

"What, that I might know how to fly a plane, too?"

"Yeah, but―!" He hesitated, losing the argument before he could make one. Molly had paid for everything, she was licensed, and the last time he had an argument like this with a woman he ended up riding on top of a flying ice burg. Dejected and groaning miserably, he pushed himself through the narrow gap between the back of the pilot seat and the back of the cockpit.

"Oh, I'm _teasing_ you," Molly said as he got as far as between the seats, and she slid into the navigator's. "Just don't do anything that'll get us pulled over."

"You got it, hon," said Baloo. He assumed the controls eagerly, but jumped out of his seat like he had sat on a tack. "Yikes!"

"Oh, by the way, the seats are little chilly." Bare metal and tattered vinyl with no cushion, _yes they were_.

"Ooh hoo..." mumbled Baloo, easing uncomfortably into his throne of ice. "That'll wake ya up." Once settled he wasted no time starting the plane. It was a different cockpit than he was used to, but he took to the orientation of the switches and levers at once, even found the parking brake with no trouble, but Molly put her hand up to stop him from releasing it.

"Ah ah! Hold your horses. You can't just barrel out of here anymore."

With the air of command, she pulled a clipboard from under the seat and ran her finger down a checklist. Baloo waited an impatient moment for her to do whatever it was she was going to do, but he knew he didn't need the help of a clipboard to get in the sky. Maybe she forgot who she was flying with. He was just about to protest when she picked up the radio microphone.

" _U-Fly 3_ to tower, ready for departure, requesting taxi to runway," she said into the mic.

Two seconds past, with her ear cocked to the radio speaker. A voice answered: _'_ U-Fly 3 _ready for departure, taxi to holding point, runway 275E via A1, B2, D3.'_

Molly acknowledged the instructions by repeating them back to the controller. Meanwhile, Baloo had a hand each on the brake and throttle, but looked at her, waiting... he thought that was some sort of clearance, but it would be nice if someone could translate it into English.

"You may proceed, captain," she smirked.

Baloo replied with a _humph_ and set the plane in motion, rubbernecking to scout the taxi lanes before them and the landed aircraft putting along within them. The airport was certainly bigger than he ever remembered it, lots more planes. Half of them didn't even have propellers, and he wondered if he could ever get used to all these new fandangle jetplanes. He spied a route to the nearest runway and went for it. They moved about four yards before Molly yelled in his ear: "No! That way!" she said, pointing to a taxi lane off to their right. It made him jerk the yoke like he was avoiding a crash, and the plane wobbled. "You have to go the way they tell you."

"What? What _who_ told me?"

"A1 to B2. They're taxi routes."

"No, those are _vitamins_."

"Just trust me and turn here."

Grumbling, Baloo followed her instructions, going down the length of the tarmac while other planes transited around them in the sky and on the ground. It was like being caught in a traffic jam, which was just flat-out _wrong_ for a plane. Molly told him to turn here again, wait there, turn again, and told him to stop when they arrived shortly before the end of a long runway. Baloo ultimately surrendered entirely to her directions, having zig-zagged enough corners to not know where the heck he was anymore. He just wanted to get on that runway already and soar. Molly spoke again into the radio, in the same strange robotic language she spoke with before. The tower repeated her, she repeated the tower, and "Are we _flyin'_ anytime today?" huffed Baloo.

"In a minute," she told him.

"A minute," he grumbled. A bunch of useless rules wastin' everyone's time, he thought. Not only did air operations in the Cape get loud and clustered, but they had gone and turned it into a maze and a game of Mother May I. He could have had this clunker half way to Port Largo by now. The runway was huge, wide, and empty. Sitting here was like waiting for a green light to turn greener. On an impulse, he was about to sneak on and just gun it, but there his hand only nudged on the throttle when a massive blur swept before his eyes, and he yelped. A hefty jetplane slammed into the runway before them, the slam of its great rubber wheels squealing into the pavement and showering _U-Fly 3_ with old rainfall. He watched the massive metal bird, round and fat as a Thanksgiving turkey, with wide eyes, knowing he would have gotten _squished_ if he had made the move he was thinking about. There was chatter on the radio between Molly and the tower, but he was oblivious to it, until she tapped him on the shoulder. "Your turn."

He wasted no time, whipping the wobbly frame of the plane onto the runway and throwing the throttle to full blast. The three engines whirred and sputtered and the plane took off blasted by a gust of wind, leaving a few nuts and bolts behind. The runway was already nearly aligned with the parting of the cliffs in the foggy distance, and had the exit straight away, zooming over a city gray and soggy, over a bay bleak and pale, and finally, finally, between the cliffs and free for an open sky...

A stormy sky.

Baloo shuddered, he couldn't help it. It wasn't just the chill of the weather. It was the sudden _deja vu_ of the countless times he had exited through cliffs in the _Sea Duck_ , the familiar sights and sensations that were now yet so unfamiliar. A different plane, a different city, a different world. He tried to shake it off. About this point, it was nearly instinctive for him to turn to his navigator and get a heading for their destination. So instinctive that when he did, he was still jarred to see it wasn't Kit beside him.

Molly, having gathered supplies from a glove box, studied a map on her lap and compared it to a compass in her hand. She lifted her eyes to the windshield, pointing to their ten o'clock. "That way."

* * *

They got as far as Cardy's Port before having to stop for more fuel. There, the rising, duel rocky spires where which between the port's runway was situated were almost up to their peaks in thick, rolling fog that made the island below it invisible, and made the runway look almost ground level instead of hundreds of yards above the ocean. The wooden pier extended from the spires that made the makeshift runway was as rickety as ever when Baloo touched the plane down, familiar creaks and groans under his seat. Baloo found it comforting, as well as seeing Sally's Ally diner still off to the side of the runway, looking exactly the same.

They stepped out of the cockpit and Molly spoke briefly to an attendant, who began at once to grab the hose from a nearby fuel dispenser.

For once he felt back where he belonged. Here, the small buildings had not changed much noticeably. A little sunshine wouldn't have hurt, though, he thought as he pulled his jacket collar close to his neck.

Molly gestured at Sally's. "Should we grab something to eat while we wait?"

"Ooh, I _like_ the way you think," smiled Baloo.

Inside there was a small crowd, some having a game around the pool table, some at booths scarfing down hamburgers and hot dogs, some at the bar stools watching ― wait. Baloo blinked. What. Was. _That_.

Behind the register, on a counter next to a stacking of clean dishes, a box with two long antennas arranged in a V-shape glowed with what looked like an oval-shaped miniature motion picture screen. Come to think of it, he saw a contraption similar to it in Molly's living room, but had no idea it could do _that_.

The little people in the black and white picture marred with interference lines, a man and a woman, were engaged in a heart-wrenching argument, whereby the woman had the back of her hand against her forehead as the man walked out the door. Dramatic music scratched from a small speaker underneath the screen.

One pilot at the bar began to sniffle over his tuna fish sandwich. "She's too good for him," he said.

"How could he be so cruel?" another agreed.

Baloo stepped up to the bar, transfixed. The screen blinked dark and there was suddenly an advertisement for laundry detergent, with little animated suds singing a jingle and prancing around the screen. The pilots at the bar groaned. "Aw, commercial," one complained. "It was just gettin' good."

Molly tugged him by the arm before he caused a scene with his dumbfounded trance. "It's a television," he said in his ear.

"It's amazin'," breathed Baloo. "Did ya see what just happened? You believe the nerve of that guy just walkin' out on that good lookin' lady?" He climbed upon the seat of the only empty bar stool on the end of the counter.

Molly, left without a seat to join him, incredulously tapped her foot behind him, clearing her throat, while Baloo, infatuated, watched with wide, eager eyes a commercial where a guy was demonstrating a toaster that took four slices of bread at a time. "Ooh, I _need_ one of those," he mumbled, trance-like. "Four pieces at once. Four!"

Molly was going to have none of this. She grabbed him by the arm and pulled. He was going to get off the stool or fall off. Fortunately for him, he got off, but he gave her a dirty look. "Hey!"

"Sit down on the booth over here," she said, pointing at the empty one in the corner.

"Aw, but I wanna see what happens next," he pouted. He followed her to the booth, but sulked like a three-year-old who didn't get his toy. A waitress came by to take their order; Molly said she'd have a hamburger, and Baloo said he'd have six. They looked small, you see.

"You must be hungry," the waitress commented.

"Yeah. Feels like I haven't had lunch in twenty years." He eyed Molly, deadpan.

"That's not funny," mouthed Molly silently, as the waitress left.

"Nuh uh? Then how come you laughed?"

"I didn't."

"Well ya wanted to. It's not good to hold it in, ya know. Ya could _explode_. Here, where's that giggle button... ah!" Grinning, he reached over and pushed on her nose with his fingertip.

"Stop that," she laughed. He had done that to her when she was little, too, and it had the same effect. "You better _serious_ _up_ a little bit, mister. _Iron Cloud_ isn't going to be some walk in the park. Before _or_ after we find Kit."

"Hey, I got it under control," he assured, with an easy-going smile. He could turn it off and on like a light switch, thought Molly, no matter who he was trying to fool.

"You are _so_ full of it," she said. "Never change. Honestly, I'm hoping a miracle will make him see the light."

From there, they huddled over the table and spoke about the next leg of their trip, never realizing that the utterance of _Iron Cloud_ was overheard by the two customers sitting in the bench next to them, or how they had warranted their attention. When Baloo and Molly had eaten their hamburgers and left, they were met at their plane by two guys and suspicious stares. They blocked entrance to the cockpit. One was a fox, short and skinny as a rail, the other a burly black ox with a red bandanna wrapped and knotted around one horn. They wore clothing akin to a motorcycle gang, black jackets and jeans.

"Can we help you?" asked Molly.

"Yeah," hissed the fox menacingly, "Youse can tell us what's so hot about goin' to _Iron Cloud_."

The ox growled, in apparent agreement.

" _Iron Cloud?_ " Molly turned her nose up at him. "I sure I don't know what you're talking about."

"I bet yas don't, 'cause we couldn't help but hear the two of youse makin' big plans," said the fox. "So what gives, mama? They got hotels there now? Lil' vacation getaways? Fun for the whole family? Joey, I think they got fun for the whole family on that bird now!"

The ox snorted. Then Baloo got between them and Molly, fists clenched. "Look, wise-guys, all you need to know is that if ya don't get outta my way, you an' yer pal are gonna be wearin' each other's arms for neckties."

"Oh! Joey, look! A comedian! Maybe somebody on ol' _Iron Cloud'_ s havin' a birthday party, so they're flyin' Mr. Funny Bones in! Well here's somethin' _hilarious_. Youse ain't goin' nowheres until we get to the bottom of this. Now I'll ask yas again. Why are youse―"

"Stop saying _youse!"_ screamed Molly. Birds that had been gathered peacefully on the tarmac nearby took to the sky in alarm. She cleared her throat and regained a proper composure. "It's irritating."

Annoyed, the fox began again, "Why are the two'a _you_ ―" He looked at Molly and waited for a nod of approval, which he got, "― lookin' for Cloudkicker?"

"None of yer beeswax," glared Baloo.

"Afraid it is," said the fox. The ox grunted in agreement.

"An' how's that?"

"'Cause we fly with the Red Wolf," smirked the fox, and he raised the lower flap of his jacket to reveal a belt buckle with a red insignia of a wolf's head. "The Red Wolf," the ox repeated reverently, in a deep baritone voice.

"Oh, no," groaned Molly, slouching where she stood. She obviously knew something that Baloo didn't.

"What? What's a red wolf?"

"This guy for real? It's a _who_ ," the fox corrected. "No wait, it _is_ a what. A legend!"

"A legend," the ox agreed.

"It's Don Karnage," muttered Molly. It occurred to her that she probably made a mistake in explaining that; in Baloo's expression, a hot anger began to burn from his core, in seconds going from steaming to simmering to boiling. Gently but forcibly, he shoved Molly out of the way with a swipe of his arm. "Karny's guys, huh?" he growled through gritted teeth. His fists were clenched and ready to make both of them permanent fixtures in the pavement. "Got lotsa time on yer hands when yer not pickin' on lil' kids."

"The hell...?" the fox glanced up at the ox and both shrugged. " _What_ lil' kids?"

Molly jumped in between them. "Wait, everyone just stop. This is a misunderstanding." Baloo recoiled, surprised at her, if not slightly stung with betrayal. Misunderstanding? "I'm Molly Cunningham. I knew Kit Cloudkicker when he was a boy. We can't tell you why we're looking for him, but you'd do well to believe us that it might ― _help_."

"Help Cloudkicker," the fox sneered.

"Help _everyone_ ," said Molly. "Isn't that what you want, too?" She began to explain who she was and that their intentions were noble, although she did not delve into the specifics. Listening to her, Baloo's head began to swim again, a sensation he was getting familiar with in the last two days. _Why_ was she talking as if these guys were going door to door collecting donations for orphanages? Don Karnage loved to inflict misery on others, and so did any of his goons. "You need to just leave us alone," she told them.

"All right, toots, but ain't that easy," said the fox. He looked up at his partner. "Joey, better make a shout to Double D. One of 'ems that book-writin' lady. He oughtta check 'em out before we let'm go." The ox nodded, snorting. Then, back at Baloo and Molly, the fox pointed to a cargo seaplane on the other side of the tarmac, crimson painted. "While we're waitin', why don't youse two go 'head and step into our office."

Baloo stepped forward again, ready for a rumble if need be. "Buddy, ain't a thing you can do that's gonna make us stay here another minute." In response, the fox pulled his jacket flap further to the side, revealing the butt of a revolver, while the ox reached behind his right hip and produced a knife with a blade the size of Baloo's forearm.

"Oh," blinked Baloo. "Yeah, well, that might do it."

* * *

"It just doesn't make any grammatical sense," explained Molly to the fox. " _You're_ , for example. It's a contraction of _you are_. _Y'all_ is a contraction of _you all._ But _youse_ , it doesn't mean anything! Where does the S come from after the you?"

"It just means youse," explained the fox, shrugging. He pointed to her and Baloo, respectively. "Like youse and youse!"

"But you don't refer to yourself as I's or me's!"

"Ya know, I never thought of that," he said, and through his brow furrowed deep in thought for a moment, it was lifted with the aura of an epiphany from the heavens. "Like I's got me's a couple'a smart-alack hostages? Hey, like the way it sounds!"

They sat in the cramped seats within the plane's cabin, and Baloo, in the back, grumbled miserably. The tight confines, the ridiculous conversation he was being forced to listen to, the wasted time waiting for some yahoo to come around and bless them with some sort of screwball clearance to leave ― this must have been a little taste of hell, he thought.

The sound of a plane could be heard pulling up beside theirs; it was a sleek design, narrow and lightweight, a propeller on the nose and an enclosed glass cockpit, carrying the scars of bullets and scruffs with a deteriorated crimson coat of paint. It also had machine guns under the wings. "Double-D's here," the fox announced, and the opened the side door. "Hola compadre!"

"Aw shaddup. This better be good," the hoarse, raspy voice outside complained. The fox stepped aside of the doorway, and the pilot who entered had his head and snout covered with a hooded winter jacket and red neckscarf. He was short of breath and breathed with a constant wheeze. He took one look at Molly and groaned. "Ahh, shoulda known _you'd_ be up to something sooner or later. Now what's the story?"

From the shadows within the hood and scarf, beady eyes flickered that that made Baloo start. He knew those eyes, in the image of an unpleasant memory. He stood up at once, accidentally banging his head on the ceiling and making the plane shake.

Dan Dawson, _Darning Dan_ , pulled the scarf from his nose. His snout was scarred with course burns. In his age and trials, his voice had lost its smooth, showman essence, resigning instead to the bitter and gravely-sounding soul that was always perpetually under the skin of the flamboyant showbiz persona. "Oh, _that's_ the story," he muttered. "Aw, jeez Baloo. You know you're supposed to be dead, right?"

"Sorry," grumbled Baloo.

"Baloo?" The fox's ears perked. "Wai-wai-wait! _That's_ Baloo? The _real_ Baloo? He ain't dead? How come youse two didn't tell us before?" From there on, he stared at the big bear with star-struck fascination. "Wow! For an ol' timer, youse don't look half bad!"

Both Dan and Baloo took offense, but it was Dan who spoke, glowering over enough to make him shrink back. " _Who's_ an ol' timer? He's about as old me." Dan's beady eyes scanned Baloo, like some style of inspection, which Baloo did not like one bit. Who did this jerk think he was now? "Or at least he _used_ to be," said Dan. That was a day neither regarded fondly, for a stare-down ensued between the two. If they were dogs, they'd be snapping their teeth at each other.

"Well?" Dan stamped a boot on the floor. "Someone wanna tell me what's going on? How this guy's just popped out of the grave? How come he's not a day older?" He paused for several breaths, his eyes narrowed at Molly. "Or did you wanna play twenty questions?"

"It doesn't matter how," Molly insisted, standing to her feet. "But he's here, and maybe if he can get to Kit, he can ―"

"Cloudkicker," Dan interrupted, and gasped a breath. "Calling him _Kit_ makes him seem like a... person."

Molly was undaunted, and made a point of it: "If he can get to _Kit_ , maybe he can help him. The kind of help he needs."

"That's only the _stupidest_ a stupid idea I've ever heard," Dan declared without losing a beat. "There's no helping that maniac."

Before Baloo could open his mouth to argue, Molly cut in, "Everyone thought that about Don Karnage, too." A sudden quiet befell their three captors.

"Maybe so," Dan wheezed at length. "Karnage is the one you gotta talk to, though. He's gotta know about ― _this_." He had jerked his thumb at Baloo. "Oh, he's gonna _looove_ this." Then he addressed the fox and ox: "Change of plans. Take 'em to base."

"We don't have _time_ to see Karnage," said Molly. "Look, I have a deposit on that plane out there, I can't just leave ―"

"Fugetaboutit, lady," interrupted the fox, in a tone that was trying to be helpful, not rude. "That plane ain't worth beans."

"Oh, easy for _you_ to say, you didn't write the check!"

"You're going any way we gotta make ya," promised Dan. He turned to exit the plane. "So do it the easy way, rubes: siddown and shaddup. Joey, you fly. Felix, you keep that gun handy in case they get any second thoughts. Take 'em straight to base, and hurry, we're headed out at sunset."

"This is kidnapping," scoffed Molly indignantly. Behind her shoulder, Baloo rolled his eyes at her, coming just short of asking what gave her the first clue. Dan turned his head at her, a perfectly white, toothy smile of an eternal showman stretched and creased the burned patches of skin around his mouth. "Well, technically, we _are_ outlaws, ya know."

* * *

Molly couldn't answer Baloo's questions about Darning Dan's involvement with Don Karnage, but it was no surprise, she explained. _Lots_ of pilots in rebellion of Cloudkicker's tyranny had joined Karnage's cause. That cause was for the freedom of the skies, and despite how ironic it was, an end to sky piracy, on which Cloudkicker held the monopoly. Those burns on his face, seeping into his lungs, she surmised, were probably a result from one of the many aerial battles waged between the two sides. Beyond that, conversation was really minimal. It was a bit difficult when you had a gun pointed at you.

Felix, a few seats ahead of them with his arm extended over the back of the seat and a pistol pointed in their general direction, gazed at Baloo with amazed, fan-boy eyes.

"What?" Baloo finally asked him.

Felix flinched. He _spoke_ to him! "Er, well, I mean... it's you, ain't it? Ace pilot Baloo."

"We know each other?"

"Nah, never met. But I always wanted to! I was a kid when you died ― _didn't_ die, whatever. My pop was a pilot too, y'know. He told me all about the guy who's picture was pinned at the top of the board at Louie's ― y'know, back when it was _Louie's._ Man, every time he'd come back from that place, he'd have a story: 'Ya shoulda heard what ol' Baloo did this time!' He was just 'nother honest cargo hauler. He got hit up by the Cloudkicker's pirates some years ago. He put out mayday over the radio and said he was gonna try to outrum 'em. Bastards shot'm down."

"Sorry to hear," murmured Molly.

"S'okay. The Red Wolf's makin' it right."

Baloo, hunched in his seat, lifted his eyes at him with disbelief. "Karnage."

"Man, youse oughtta join up!" said Felix, brightened with the sudden excitement at the thought. "If yer as good as they say, we could use yas!"

"Oh, mercy. Now it's _yas_ ," cringed Molly, sinking her face into her palm.

"Me? Pick a side with Karny?" Baloo glowered at him. "How 'bout I just knock out his teeth?"

Felix recoiled at his sudden anger. "Hey, we ain't a buncha saints, but believe it or not, we're the good guys, buddy. Kinda like a Robin Hood, y'know? We're takin' from the rich an'... uh, maybe not exactly givin' to the poor, but we're usin' everything we got to stick it to that bastard and his thugs."

"Sounds like a pirate to me, just the same."

Felix shrugged, and was quiet for a moment. "He knows he's done wrong, y'know. When we finally finish business with Cloudkicker, he's gonna retire from it all. One last hurrah and he's gonna make it count. Never gonna pirate again."

"Oh, I bet," scoffed Molly.

"You'll see." Felix had a dreamy gleam about him. He was a believer. "One day soon, pilots all over the world are gonna be free in the sky again, never gonna hafta worry about pirates. The Red Wolf's gonna make it right. Oh, hey!" Suddenly the fox spied something on the floor, reached for it and picked it up. It was a ballpoint pen. With that in one hand and the pistol in the other, he approached the back of the plane. "Mr. Baloo, can I getta autograph? Whaddaya say?"

"Autograph?" Baloo glanced at Molly, who shrugged and nodded at him. He accepted the pen, numbly. Somehow he didn't feel quite the celebrity as he would have liked to. Felix smiled widely at him, cradling the pistol over his chest. Baloo waited. "Uh, ya got something to write on?"

"Oh!" blinked Felix. Then he carelessly scratched his head with the muzzle of his revolver, looking around the plane. He brightened when he spied an overhead compartment over the seats. "Ah! Betcha we got some paper in there! Here, hold this, will ya?" He handed Baloo the pistol ― to Baloo's utter shock ― and climbed on top of a seat open the compartment. He found it empty, and climbed back to the floor dejected. "Aw, nuts. Wait, I got it!" He pulled up his shirt and exposed his belly, pulling back the fur to show a line of pale skin underneath. "Here, just use the pen and kinda tattoo it right here. It's cool."

Baloo and Molly stared at the gun quivering in Baloo's hand. Holding one was panicking him and he wanted to drop it, but Molly grabbed his hand and extended his arm so that the muzzle of the gun was against the fox's chest. Only then did Felix realize his mistake, his ears and shoulders drooping.

"I don't s'pose I can have that back?"

"Sure!" smiled Molly. "Just as soon as we turn around and land back at Cardy's."

Felix bared teeth in a wide, nervous grin. "Uh-huh, I see. Yeah, that can be arranged. Lemme just, uh... check up front." With his hands open at his sides, he back-stepped until he was in the cockpit. Baloo forced a hard look on his face that he hoped to high heaven wouldn't betray that he was really scared to death. Felix briefly muttered to the ox what had happened. The ox then got up out of the seat, having Felix take the controls, and stomped fearlessly toward the back, partly crouching in the tight confines. Baloo raised the gun up shakily and warned the ox to stop, but it did him no good. The ox got inches from Baloo's face, snorting hot breath that made his fur curl. He extended one massive hand, palm up and open.

"Drop it," he growled. Baloo did, at once, while Molly peeked apprehensively over his shoulder at the big brute. "Sit," the ox then ordered. They did. Satisfied, he returned to the cockpit, gave Felix his gun back, and resuming flying. The fox sauntered back to where Baloo and Molly were sitting. "Yeah, sorry. Joey didn't feel like goin' all the way back to Cardy's."

* * *

Baloo looked out a window over the right wing when he felt the plane descend. The world was gray and it was snowing outside, white flakes zipping by. The sea now behind them, they had crossed over into a mountainous region, heavily forested in dark green conifers. Streaks of snow coated the slopes like drizzled frosting on a cinnamon role, and spotted on the trees like powered sugar ― Baloo was hungry again.

"Hey, no peekin'!" Felix ordered, puffing his chest with an air of authority and twirling his gun around his finger. "It's a top secret facility we're goin' to, y'know."

Annoyed, Baloo and Molly groaned and looked away from the windows, uninterested. Felix seemed disappointed. "A _super_ top secret facility. No outsider eyes! I mean it! Could compromise the whole shabang! So youse _better_ keep yer peepers averted."

"We heard ya the first time," sighed Baloo.

"Don't ya even _wanna_ look?" Felix scratched his temple with the muzzle of his pistol. "I mean, I guess youse can take a _little_ peek. Go 'head."

"You shouldn't do that," admonished Molly. "The gun could accidentally shoot."

"What? Oh. Nah, it's cool." To their sudden horror, the fox pressed the gun's muzzle against his head and pulled the trigger. The gun clicked, empty. "See? No bullets." He laughed at their shocked expressions and 'shot' the gun up at the ceiling, _click click_. "Ha! Fooled yas didn't―" _BANG!_ The gun fired on the third pull, and Felix yelped and stumbled on his back. A new hole on the ceiling whistled with icy air. Joey the ox, with gritted teeth, turned and gave them all a threatening sidelong glare. Any kid, on a long car drive, riding backseat behind their parents would know that look: _Don't make me pull over._

Felix quickly got to his feet and hastily tucked the gun in his waistband. "Uh, yeah. So let us never speak of this again, huh?"

The plane's nose tilted down in the midst of a steep valley, a river gray as the sky cutting down its center. Mechanical noises from under their feet told that the landing wheels were being lowered. Baloo looked out the window again, wiping away with his hand the fog his breath had left upon it. Here the area was hidden from the rest of the world by a circle of mountains and rising forested ridgelines; immediately adjacent to the river, a section of the basin was a canopy of treetops so thick that from an altitude they appeared as one giant green rug. The plane had leveled low and was following the river. Baloo saw there were trees, there were mountains, there was water, but there was no landing strip, unless the pilot intended to land on top of the treetops. He didn't know what to think when the plane actually turned for the trees, toward the basin where they were thickest.

Shifting his view toward the windshield, Baloo saw that the plane straightened and made for the river bank, headed into what looked like a wall of trees. He leaned forward, alarmed, and pointed at the cockpit. "Hey! Yer gonna crash!" He was about to jump up and race to wrestle the controls form the ox, but then a swath of trees suddenly disappeared, making a tunnel-like gap. It was a gate; the trees in which it was made were fake timber cutouts. A long, wide runway awaited within.

The landing was hard, the plane's wheels squealed and jolted over course pavement. Sentries armed with shotguns standing by the runway in tattered overcoats with red patches met their arrival with cold stares. Baloo noticed that the gray sky had suddenly become even dimmer. When they stepped out he saw why. The trees overhead were but camouflage mounted over the vast dome they were now inside. Long stripes of gray light streaked as the shape of pie slices from edge to center, showing how the dome was constructed in several massive segments. The facility it concealed was something like an airport. Once off the runway, the plane had parked upon a multi-acre dirt field brimming with other planes, the majority of which were smaller craft, which were all the same model and uniform in drab likeness. Sheet metal hangars sat on the fringe, rivets pounding and flames flashing with blowtorch sparks as workers hastily dismantled wrecked planes and salvaged their parts to make effective but scarred metal monstrosities that that Dr. Frankenstein would approve ― a tail from this plane, wings from that plane, a cockpit from yet another, anything that could fit with enough wielding, bolts and patches.

"It's cool, fellas," Felix announced to the sentries. His were the first feet to hit the dirt, followed by Molly and then Baloo. The ground seemed to shake when Joey the ox jumped out of the cockpit behind them. "Youse all won't be- _lieve_ who we gots here to see _el queso grande!"_

"Youse all," muttered Molly. Her face ticked with an involuntary cringe.

Beyond the tarmac Baloo squinted in the distance, and bit his bottom lip at what he saw. A great circular reservoir had been cut out and flooded by the river, and there the unmistakable _Iron Vulture_ was anchored. The iron airship was between two zeppelins, also anchored, hovering silently mere yards from the water's surface. One was dingy and unmarked, the other had its front quarter constructed into the shape of a wolf's head, black on the tip of the nose, a great, fanged snarl underneath, ferocious hunter's eyes and ears folded back. They were not for passengers or freight, but for war. Their giant oval shapes were spiked with gun turrets and hatches along the sides indicated broadside cannons.

Molly had joined Baloo in gawking at them, as did Felix, who seemed to forget about the top secret part of the bit. "Ain't them beauts somethin' else?" he said proudly. "Even just the _Big V_ , I mean it's a classic, right?"

To Baloo, the first thing noticeable about the _Vulture_ was its fin-shaped rudder, and not just because it towered as always like tall as a high-rise building; the crossed bones of the wolfish Jolly Rodger it once brandished had been painted away, and the wolf's head insignia left was painted over in blood red. The vibrancy of the red was strikingly contrasted by the rest of the airship, for it had clearly not escaped the curse of aging. Its infamous colors, black and purple, were faded to dull, pale shades, with blistered metal and weathered scratches that made it look entirely scoured from end to end. The windows of its bridge flashed with electrical mayhem from within, all sorts of colors like Christmas lights gone amok, and a floating bridge extended to its open prow where supplies were being wheeled in by drab figures pushing flatbed dollies.

Baloo was struck quiet, scanning their surroundings suspiciously. He couldn't fathom how Molly seemed to be relatively relaxed, just annoyed. After all, she had cared more about losing the deposit on the rental plane than being brought to the likes of Don Karnage.

Among the parked planes, aside from a dozen or so larger craft, the rest were small and identical, and countless at a glance (but precisely one hundred and eighty if you had the patience to count). Baloo thought he had seen planes like those somewhere... he dug into his memory, but couldn't quite tell. The nearest one was mere yards away, and he eyed it studiously, trying to remember. They were single-seaters, small ― quite small, in fact ― but made of heavy steel, a propeller at the tail on top of the rudder. Under their wings, they were fitted with stubby cannons that gave them an air of ferocity that forebode if they should ever be provoked to fight, they might seriously poke someone's eye out, or at least cause a nice bruise.

"Ol' Thunderyaks from Thembria," said Felix, noticing the big bear's fixation. "Ah, they don't look like much, but they take a lickin' and keep on tickin', baby!" To prove his point, he slapped his hand heartily against the wing of the nearest 'Yak; it broke off the plane and hit the ground with a metallic _clank_. "Oh. Ooh, that's not, uh..." Taking quick glances around to make sure no one was watching, the fox kicked the broken wing under the plane like no one would notice.

"Quit wreckin' the fleet!" snapped Dan Dawson from behind them in a raspy yell, followed by a gasp for air.

At the word fleet, Molly jolted, having seemed to just notice the sheer number of aircraft parked before them. "What are you guys going to do with all these little planes?"

Dan smirked, baring perfectly white teeth like a crescent moon behind gnarled lips. "We're gonna recruit a bunch'a _little pilots_ to fly 'em."

Molly turned her heel at him, aghast, remembering from years back the scheme a certain Thembrain colonel had tried to pull for the sake of an air show. Her mouth quivered at the thought. "Kids? Are you insane?"

Dan scoffed at her. "Pfft. Kids. Yeah, that's what we're gonna do. Make a note for your next book."

" _The flight school!"_ Baloo suddenly shouted, making everyone jolt. He, however, was beaming now that he remembered, and that was all he cared about. "Kids, Thembrians, Thunderyaks! Kit flew one'a these! He was about to crash, an' I got there just in time, an'... an'...!" He paused and hesitated, then lost his smile, grimacing instead with his hands cupping his head. "What happened then..." he muttered to himself, aimlessly scanning the ground like he would somehow read the answer somewhere.

"Good grief," snorted Dan. "Lose your marbles somewhere?"

"You shut your mouth," snapped Molly. "You have _no idea_ what he's been through."

"Aw, big frickin' deal," he sneered, then burst into a coughing fit. When it subsided, he spat on the ground. "I sure as hell know what _I've_ been through. Get 'em inside." With a flick a gloved hand, he gestured at the far end of the field, where a cave opening glowing with golden light bore into the foot of a mountain. Joey and Felix nodded, taking his meaning, and took position behind Baloo and Molly as to as to corral them to the cave. Baloo, however, refused to budge, instead staring at Dan with loathing.

"Maybe I _am_ losin' some of my marbles, but not with you," he said gravely. "One thing I remember loud and clear is what you pulled with Kit."

Unabashedly, Dan stepped up to him, his gnarled face inches from Baloo's. "Yeah? And ya know what? He wasn't even the first brat I hired," he said calmly. It made Baloo seethe. Dan continued, "I got my share of regret. So's everybody else. Truth is, though, it's too bad that little hellion never fell off that cockamamie sky-surfin' board. The world woulda missed out on a whole lot of misery."

"An' I figured if I ever saw you again, I'd bust ya one right in the chops."

At that, Dan stepped back, letting out a halfhearted chuckle. He made a show out of sliding one hand into his jacket sleeve and peeling off the glove from the other, uncovering a hand that was entirely pink and scarred with burns. With that hand―to Baloo's further shock―he put his fingers in his mouth and pulled out his perfect, pearly white teeth. They were fake. The dilapidated shape left upon his sunken mouth matched gruesomely with the burned scars on his face. "He beat ya to it."

Baloo felt a gentle tugging on his arm. It was Molly. "There's no use to pick a fight right now," she said. "Let's go and get this over with." Reluctantly, Baloo complied, and with Dan stomping far ahead of the group, shoving is teeth back in his mouth. They followed him into the cave.

"Lemme get this straight," said Baloo quietly to Molly. "You think Karny's just gonna let us go?"

"I think he'll see the reason in it," replied Molly. "Twenty years is a long time, Baloo. He's not quite like you remember him. Since he intervened to save Cape Suzette, people believe in him, they root for him. They want him to win this fight."

"Against Kit," grimaced Baloo.

"Yes," admitted Molly.

"You root for him too?"

With just her slightest hesitation, Baloo concluded that he had his answer. He turned his head away from her, his hands clenched and pushed deep into the pockets of his jacket.

"It's not that simple," said Molly. "I know it must seem upside-down to you."

"No, upside-down don't begin to cover it."

Narrow passages between sheer rocky walls made the inside of the cave, the walls strung with electrical lights. Bridges of rope and plank sagged over chasm gaps. The air was heavy and smelled of smoke. They arrived at the end of the path where the caverns opened to a wide common space of sorts, and vertically there was no sign of a ceiling, just a stretch of darkness overhead. There were trash can fires lit, by the dozen, each surrounded by several people who warmed their bodies near the flames. They paid no heed to the new arrivals, seemingly having heavier thoughts on their minds. Their threadbare attire made them look akin to hobos, but in their assortment of goggles, scarfs, leather helmets, it was easy to tell that they were pilots. Men and women, cold, tired, apprehensive. They didn't have the menacing snarls and dangerous airs that Baloo knew of Karnage's crew. Pilots, not pirates, Baloo was realizing.

Tables and benches were set up around the edges of the space, heaping with feasts of canned foods. More crates of the same were stacked to the side, and, where countless electrical cords met together, gasoline generators powering the vast web of lighting hummed and smoked with puffy fingers of exhaust. A massive scaffolding went up to the shadowy heights of the cavern, providing winding square stairs all the way up. Dan had already started up these, Baloo and Molly not far behind him, and Joey and Felix behind them. Baloo cocked his head back at the height of the scaffolding, exasperated. "Sorry, elevator's out," joked Felix.

Just then, an attacking figure leapt from the scaffolding, making Baloo and Molly yelp and duck.

"Gotcha!" a girl's voice squealed in mid-air, then, with disappointment, muttered, "Aww..."

Baloo turned to look, and Joey had caught a young lady bear over his horned head. With a chuckle that contorted his stern visage, he set her down on her feet. "Next time," he grunted.

In a plain white shirt, jeans ripped at the knee, and a blue jacket that was several sizes too large for her, patched with the wolf's head insignia (red, of course) on the shoulders, she was a mere child growing into her teens. Her auburn pony tail swayed with split ends behind her shoulders, and she wore tennis shoes that were originally white but more dirt-colored than anything. She felt at her mouth with her hand and lifted her eyes up at the towering ox. "Uh-oh. A little help?"

Joey grumbled and ran his fingers over his right horn, cringing when he found a wad of pink bubble gum stuck to the end. He flicked it far away.

"Hey!" the girl protested, hands on her hips as if her angry posture would intimidate the ox. "I wasn't done with that!"

"Go get it," smirked Joey.

Sticking her tongue out at him, she fished another stick of gum from her pocket and promptly commenced chewing. Then she took notice of the two new faces, who regarded her like she had two heads. "Hey. You guys joinin' up?" she asked.

"How _old_ are you?" was all Molly could say.

"Fourteen," the girl replied cockily. "How old are _you?"_

"Old enough to have a driver's license," frowned Molly.

"Well bully for you, your highness," said the girl, giving her a dirty look.

"Marty!" Dan's voiced wheezed from above. "Leave 'em alone. I'm takin' 'em to the Cap."

"He's gonna snap at ya if you do," the girl warned. "I just tried talkin' to him. He says 'I am _deep_ in the thinking process of deep and deeper thoughts. Go away!'"

"Oh, he's gonna wanna see _this_ ," said Dan.

"Let's go then," the girl shrugged. With a burst of energy, she ran up the stairs, her footsteps hammering on the planks. The others followed with considerably less energy. While Baloo grumbled and pulled himself up step by weary step, Molly turned back at Felix. "What's someone _her_ age doing here?" she demanded.

"Fightin' the good fight," said Felix. "That's _all_ we're doin' here."

The scaffolding shook and footsteps clopped loudly as the group ascended. By the time they made the top, Baloo was climbing the stairs on all fours, and at the final landing collapsed chin-first to the floor. They had arrived in a large room made of stone, cut from the very mountain they were in. In this room, where bare light bulbs hung unceremoniously from the ceiling, two men and a woman stood around a table laid out with maps, moving different colored pegs along the latitudes of the world like they were playing some giant board game. The seriousness of their faces read that what was before them was no game. To their side, a large electronic device filled the room with a pale green glow; to Baloo it looked something like what Molly called a television, but the picture on its screen was stuck like a broken record, just a bright green line spinning in clockwise circles from the center like a clock with one hand.

Great hearths lined the semi-circular walls, cavities carved as heads of giant, horned beasts with their mouths wide and roaring, and between them ancient stone totems of grimacing visages rose high to the ceiling. Had the hearths been lit, the room would have glowed rich in an inferno to rival the hottest realms of Hades, but they were cold, dark, and smokeless. They looked like they had been dormant for a thousand years.

Of the three standing at the table, one gray wolf in an aged and threadbare Usland Air Corp jacket looked up from the map, one eye patched with a stitched scar drawn from it and deep down his cheek, the other a piercing blue, clear and attentive. His jaw hung loose when he saw who was coming. Dan Dawson, who arrived first up the stairs, smirked at him. "Told ya," he said.

The wolf approached Baloo with slow steps, as if gauging the reality of what he was seeing, just as Baloo was pulling himself to his feet and catching his breath. Molly had taken his shoulder to help him stand, and to both their surprise, the gray wolf took the other and did the same. "Thanks," huffed Baloo, but as his eyes met that one of piercing blue, which was unconformable close and studying him, he recoiled.

"Jiminey, Baloo," the wolf breathed. "Dan wasn't jokin'. You're not any older than when we last saw ya. What the heck happened to ya?"

Not that Baloo was exactly getting used to those types of incredulous stares, but they were at least from people he knew, and now seemed even more strange coming from a stranger.

"Ace London," said Molly, recognizing the pilot at once. "No one's heard from you in years."

"Ya got _that_ right, doll." Smiling with weary bravado, the dimples on his cheek melded and folded grotesquely along his scar. "Even Cloudkicker don't know the hot-shot that put the finishing touches on his _Storm Reaver_ zep last year. Ka-pow, ka-blooey, and a clean getaway, baby!" He turned to Baloo, who was still scrutinizing his face and working out his identity. "What's with the blank stare, Baloo-ey boy? The eye patch throw ya off?"

 _Ace London_. Baloo felt like it should have rang a bell. It did, vaguely, like the answer to a trivia question that you knew you _knew_ , but the exactness was just out of reach. The name and face were lost in a fog, one that Baloo could not shake. "Uh... how are ya?" said the bemused bear, at length.

"How am I," Ace repeated, dryly. "I'm a million bucks, pal. Livin' the dream. I always wanted to spend my retirement with one eye and holin' up in a frozen mountain. The important question is, how are _you?_ "

"Fine, I guess," shrugged Baloo.

Ace groaned and turned around toward Dan. "You didn't tell Karns yet?"

"Well, didn't exactly name _names_ ," said Dan. "Told him we caught two trying to find _Iron Cloud_ and it was worth looking into. He acted like he gave a damn and didn't bother to ask who. You wanna come with and watch the show?"

A gum bubble popped, and Marty squeezed herself in between Felix and Joey. "I don't get it, what's the big deal? Who _are_ these yuppies?"

Felix answered her, "You don't know? That's Baloo, the pilot that took Cloudkicker in when he was a kid."

Marty eyed Baloo suspiciously, gum smacking loudly from the corner of her jaw. "I thought Cap took the worm in before he became a worm," she said. "So this guy was what, the next stop on the road to wormy-ness?" Felix took her aside and explained with fervor of an excited child the aviation exploits achieved by their visitor, while the other two from the map table, bickering between themselves and mostly oblivious to the rest in the room. They were on their way out.

One, a barrel-chested tiger in a pressed, highly decorated blue naval uniform, stopped just short of accidentally walking into Molly. His attire had all the fixings of a high military rank, flawlessly immaculate, golden lapels draped over his shoulders, medals and ribbons of mixed color pinned across the entirety of his chest.

"Dear me!" He fumbled to remove his hat. "I beg your pardon, my lady."

"Like I just told ya," his counterpart smirked, "Ya got an acute case of H.U.T., head-under-tail." She was plainly dressed in a maroon tee and jeans cut off above the knee, a blonde canine mutt with wavy, graying hair. "Believe me yet?"

The tiger _harumphed_ at her, but smiled at Molly. Decades of proud service, trials and wisdom shone in the creases around his eyes. "Ah, Daniel, bringing in new recruits, I see, and one ever so lovely at that." He bowed, one hand holding his hand behind his back and the other held out for Molly to take. "Admiral Reginald Pomp ― formerly commander of Her Majesty's Feet, presently commander of the _Sky Wolf_ most fierce, right hand of the _Iron Vulture_ ― at your service."

Molly was taken aback by such an awkward tide of formality in such a place, but put her hand in his nonetheless. "Um, please to meet you," she said uncertainly, and he kissed her habnd daintily. _Sky Wolf ―_ she thought of the battle zeppelin shaped in the likeness of a feral wolf.

"Aw, quit slobberin' on the kid," the gray-haired woman said.

Admiral Pomp straightened his back with a sidelong glance at her. "And this ― ahem, _lady_ ― is Captain Marigold."

"Goldie, if we're doin' introductions," she said; then, raising an imaginary monocle to her eye, she imitated the Admiral's accent: "Former commander of Goldie's Bar back in Bowserville ― presently commander of _Big Kazoo_. And after listenin' to this guy talk strategy, presently in need of a stiff one."

"Ah yes, _your_ ship _,_ " the Admiral sighed. "You can practically _hear_ the panic struck in the enemy's heart when they speak of it. 'Look, the _Kazoo_ approaches!'"

" _Big Kazoo_ ," she corrected. "Happens to be the _finest_ run airship in ― well, whatever the hell ya call what we got ourselves."

"Ah-ha, just look at the gentleman's face!" said the Admiral, pointing at Baloo. "Look! Positively dumbfounded! Quite a natural reaction, I'd say. _Big Kazoo_ , bah. How could you allow a vessel be christened such a thing?"

"I didn't," she argued. "The crew voted on the name after we snagged 'er."

"And they were _quite_ celebratory in their cups as they did so, I suppose?"

Goldie shrugged. "Democracy rules, teabag."

"I know you," Molly said to the Admiral, remembering several past news articles all at once. "The commander of the Royal Navy... former commander, I guess. _You_ fell in with Karnage?"

"Ah, not what I consider an ideal transition, I admit," said the Admiral. He smiled, stoically. "T'was an honorable station, yes. However, evil triumphs when good men do nothing. Her Majesty chooses to tolerate that devil Cloudkicker so long as he keeps off the Crown's soil. _I_ aim to give him a proper thrashing."

"Not the way _you_ wanna fight," offered Goldie.

"Gadzooks, woman, I believe I have _some_ idea what I'm doing. I've fought _two_ Great Wars, after all. What of you?"

"Two _thousand_ bar brawls," said Goldie. "Any regular schmuck knows I'm right. Take the pokey-lookin' new guy here, he's about as regular a schmuck as they come." She was pointing at Baloo. "You! How do ya win a fight in one opening move? Do ya punch 'em in the nose so they can see it comin', or do or do ya _kick 'em in the crotch_ when they don't expect it?"

Baloo grimaced nervously. "Uh... punch 'em?"

Obvious by her venomous glare at him, he had chosen poorly. "You schmuck," she said, and brushed through the group to exit. Admiral Pomp straightened his posture, said his goodbyes with an ambiguous smile and nod, and followed her down the scaffolding.

Dan and Ace led Baloo and Molly further into the cavernous room, where what looked like another cave opening was the entrance to another room. Inside, narrow, rectangular windows without glass opened to the cold air. It was somewhat furnished, a dresser, a chest, a writing desk, and a bed that struck in contrast to the ancient stone masonry with its fluffy, purple comforter with gold trimming and tassels on the corners. All was kept neat, save for corkboards attached to the stone walls, which were crowded and overlapped with architectural blue-prints and schematics ― a few of which, scaled variously to show as a whole what the others diagrammed in sections, showed as a giant airship. Another set of blueprints appeared to be of a complex floor plan, conspicuous by having dotted lines drawn through a path of corridors, leading to a red X, not unlike a treasure map. There were over a dozen more of the like scrolled up in cubed shelving.

Gray sunbeams poured in from the windows and glowed in the dusty air as shafts of light, so contrasted to the gloom and shadows that they seemed touchable. One of the beams touched down upon a figure sitting at a table against the wall, his back to them as he stared stolidly out the window with a steaming mug in his hand. The light gave an auratic glow lining his blue coat and red fur. For all the confusion Baloo was wrestling with lately, he at least knew Don Karnage when he saw him.

Dan Dawson spoke up as they approached. "Cap, these are two that were caught tryin' to find to _Iron Cloud_ lookin' for you-know-who. Ya _might_ wanna take a look."

Molly stepped in front of them with a bravery that took Baloo aback. "Don Karnage," she said, with an impatient air of formality, "we don't have time for this. The people who believe in you believe that you want the fighting to stop, and this just might be the best chance we've ever had at putting and end to it without _more_ fighting. We _have_ to see Kit. We can reach out to him in a way we couldn't before."

Don Karnage didn't bother turning around. Instead, he growled with irritation. " _Why_ did you bring this bickering bookworm to my secret hideaway? What do _I_ care if she talks to the boy? What is she going to do, write about it? Oh no, _not that!"_ Suddenly he whisked from his seat, the chair falling over to the side. Huffing with an aged weariness, he snarled in Dan's face, spittle flying from his lips.

"But it's not 'cause of her," said Dan, shrinking back meekly, "Look!" He tipped his head to the side.

When Karnage turned and saw Baloo standing there, his expression was absolutely blank; and, seemingly frozen that way for a time. The same could not be said for Baloo, who's jaw hung limp as he regarded the features of his familiar nemesis. His eyebrows were gray and bushy (bushier, anyway), the corner of his eyes creased with wrinkles, his left ear was slashed away in half, and a scar parted his fur under the left side of his jaw and ran underneath his collar. His blue double-breasted coat, familiar and iconic, showed signs of stitching and patching in several places, and he still didn't button it on the top right.

They all waited on Karnage for a reaction. A look of surprise would have at least sufficed, but he did not give one. He gave nothing, though suddenly seemed more interested in the contents of his mug than the ghost standing before him. He picked it his mug, sniffed it suspiciously, and slowly, with arm extended, poured the contents onto the floor, then chucked it out the window. Then he stood at the window, leaning out on the stone sill and taking deep breaths. The tip of his right ear shook gently in the icy breeze, and his head and shoulders caught stray snowflakes.

Ace London scratched the back of his ear. "Well, that was a little, uh... what's a word...?"

"Anti-climatic," sighed Dan. "That's the word."

 _Chchck!_

The sound had come from Karnage, with a jolt. A sneeze, they thought.

 _Chchck!_

It was a laugh, evolving from a quiet snickering to a giggle attack, then into a louder chuckle. And chuckle he did, for a long moment seemingly lost to himself and whatever thought he found so hilarious.

"Still kinda nuts, huh?" muttered Baloo, wearily. Everyone else shrugged and nodded.

When Karnage turned around, he erupted into a boisterous guffaw, pointing at Baloo. He was laughing so hard he was practically convulsing, doubled over his knees. "I turned you into fish food," he giggled, catching a breath. "It's what he thought! And lookey here, _poof,_ here you are!" In an instant, his laughing grin contorted into gritted teeth wrought with rage, and he grabbed Baloo by the collar of his jacket. "What was _the rush?_ "

"Now _this_ is more like it," Ace said to Dan, aside.

"Told ya he was in a mood," smirked Marty.

While Baloo stammered incoherent syllables, Karnage had him backpedaling, out the room and all the way to the middle of the larger room. "Untie your tongue, you deadbeat dingle-bear! You left him, made him think _I_ killed you, and _now_ you want to see him? _Now_ you want him to know you live? Where have you been hiding your cowardly hide all this time?"

Baloo flinched at his words. Left? Cowardly? It was enough for him to quickly gather his mettle and push back, and suddenly Karnage was the one teetering backwards on his heels. "Hey, I never left nobody! An' what'd _you_ care anyway, _I_ was there when ya threw 'im away like a bag of trash! An' I know what ya did, ya hurt him an' left'm for dead! Just a kid! Nah, no one's got _nothin'_ on you when it comes to bein' a coward!"

What struck Baloo then, seething as he was, was that he had actually made Karnage recoil, the wolf stung into a momentary speechlessness, right ear bend low, like a sting of guilt. It lasted for only a beat. _"Everyone_ knows," he snarled back, with a clawed finger against Baloo's chest, and the teeter-totter of their stance pressed back to his favor. "I did what a pirate does! _You_ were supposed to be the pirate-stopping piece of goody two feet!" He pivoted on his heel and showed Baloo nothing but his back, with the air of being too disgusted to look him in the eye any further. "He backstabbed me for you. He would have done anything for you, _die_ for you. _You_ , not me. What was it, Baloo? You won money? Some _senorita_ tucked away somewhere? No more time for the kid and working for the annoying lady?"

"Hey, that's enough," said Molly to Karnage. "You don't know what happened."

"I know _now_ that he pretended to disappear, and let the boy run into all sorts of amok-ness."

"I did no such thing!" argued Baloo. Karnage snorted at him.

"You're missin' somethin'," Dan interjected to Karnage quietly. "He's tellin' the truth. _Look_ at him."

Karnage glared at the former stunt pilot like he had just suggested he stick his nose in a sewer drain. "Get him _out_ of here. I have seen too much of his estupid expression."

"But how _old_ would ya say he looks?" hinted Ace London.

Karnage considered that, blinking. Slowly he turned his head and regarded Baloo as if he were six feet and change of an optical illusion with shabby fur. After a good look, he glanced at Molly, who hid her face with a hand on her brow, then back at Baloo. He cleared his throat. "H'okay, I am listening."

"None of yer business," growled Baloo, arms folded stiff across his chest.

His defiance made Karnage tense up at once, and despite their height difference that Baloo favored head and shoulders above, the wolf stomped toward him like he were a giant about to do some crushing under his heel. "Try again," he warned. "I could make things very, _very_ not comfortable for you."

"Hmph," was Baloo's reply, turning his nose up at him. If he was trying to make Karnage angrier, it worked.

"Fine! Throw this belligerent bear into the smallest, coldest, _darkest_ hole in this pile of rocks!"

"Oh my gosh," said Molly in an exasperated groan. "We're wasting time. Even _you_ have to agree that Baloo might be able to reach out to Kit like no one has before. He's here now, does it really matter how?"

"That is for _me_ to decide," said Karnage. "What am I to think of it? _Magic?_ "

"Space aliens?" mused Ace London aloud, stroking his chin between his thumb and forefinger.

A pink bubble popped from Marty's mouth. "Whoa, yeah! They do that, ya know. Beam people up in their spaceships and everything."

Dan scoffed at her. "Ugh, kid. Says who?"

"All the comic books," answered Marty, with an air of academic authority. Her eyes glanced at Baloo with wide, renewed interest. "Gosh. Ya think they mighta done any... tests... on him?"

"It wasn't space aliens," Baloo grumbled through his teeth. Karnage tapped his foot on the ground, waiting with growing impatience. He was met only with defiant silence from Baloo.

"Take him," the wolf snarled. Dutifully, Felix and Joey approached to do as instructed.

"We think it was a some sort of time machine," Molly admitted bluntly, treacherous to Baloo evidently by the way it made him start. Felix and Joey stopped just short of laying hands on him. "Baloo never meant to disappear. He just stumbled on it accidentally and... well, here he is."

Karnage stared at her, tired yellow eyes unblinking, an expression suspended somewhere between anger and disappointment. Ace and Dan shared a quiet chuckle over the thought. "A time machine," Karnage repeated, then shook his head. " _That_ is the best you can do? Trust me, girl, stick to the non-friction when writing your next stinking book."

"I'm telling you the tr―wait a minute, _stinking?_ When's the last time you even read a book?"

"Get them _out_ of here," barked Karnage. That time Felix and Joey apprehended Baloo by his arms, the ox reaching out and grabbing Molly by the elbow as well and jerking her away from Karnage. In an instant they had them both marching in front of them toward the scaffolding.

"Wait! You can't keep us here," Molly pleaded. "I'm telling you the truth!"

" _No_ she's not," insisted Baloo.

"Yes I―what? Baloo!" Molly's voice suddenly dropped to whisper, in her surprise louder than she meant it to be. "What are you _doing?_ "

"What are _you_ doin'?" he replied, in a whisper that was just as much barely a whisper as hers. "If ya really thought it was bad if _Kit_ found out about it, what about _this_ guy? Whaddaya think _he's_ gonna do?"

"Not what Kit would do."

" _Worse_ than Kit would―"

"Holdo stoppo!" ordered Don Karnage suddenly. Felix and Joey yanked back on their captives' arms like stopping two trotting horses by the reins. Karnage had heard that last exchange, as did everyone in the room, and stomped over to them, eyeing them back and forth in turn, judging their every blink and twitch and glance. He knew Baloo, despite being a dope, was sharp enough with his words to coolly fool the best of them... like himself. He never did quite get over falling for that one _rubies hidden in the stawberry jam_ bit, for one thing. "A time machine," he repeated again, the words dripping incredulous on his lips. He suspected their loud whispers were on purpose, so he would _think_ they were arguing about it. " _If_ that were true, why tell me?"

"Yeah," Baloo said, scowling at Molly.

"Yeah," agreed Felix, who then shrank back at Molly's scowl. She then reflected Baloo's glare back at him.

"At this point, what story could we make up that explains it?" She then turned to Karnage. "All we want to do is get back on our way. I'm counting on that this Red Wolf the world hears about is what people say about him."

Marty, half of Molly's size, stepped up to her with a chest puffed indignantly. "You callin' us liars, princess?"

Karnage shushed her and brushed her away with a swipe of his arm. To Molly, he sneered. "Not if someone told you this wolf was a fool with the sheep pulled over his face. A time machine. Bah! If it's true, where would I find it? Hm?"

"You won't," said Baloo, icier than the snowy draft sifting through the stone windows.

Karnage bristled at that, the shape of veins building on his neck from under his collar. He eyed Molly angrily, an invitation for her to help her fat friend cooperate before they got themselves into trouble. She only ducked her head and shook it. "That's all I'm saying about it. Believe what you want but it's the truth. Let us go, so we can do what we need to do."

Karnage glared at them in turn, remained frozen in his fury, but while his henchmen waited he gave no further order to have them taken away. Meanwhile, Baloo's fists tightened at his waist. He expected Karnage to grab his cutlass and take a lunge at him. He was waiting for it, waiting for the pirate to give him one good opportunity to meet his knuckles. But the more Karnage stared at him, the more Karnage seemed to think... and the anger creasing his face softened. When Karnage finally made a move, it was to turn around and start pacing. "Time machine..." he muttered, then absently rambled under his breath, incoherent to the rest. His pacing stopped at the windows, where he stared hard into the bright gray. He cupped his head, rubbing his temples with his thumbs, bright eyed as if the ideas suddenly came flooding in. His rambling came to a pause with, "... mysterious ways, so she says."

"Gimme a break," scoffed Dan. "Time machine." He glanced at Ace London to share another chuckle over the notion, but found himself disappointed as Ace's brow knitted while giving it some serious consideration. "What if..." he mused. "I mean, _look_ at him. He's gone, he's back... it works out. I think they're tellin' the truth."

Marty blinked at Ace; hearing him muse about it seemed to her to make it believable. "Whoa. Really think? Cool! That mean we could we go back in time to see the knights joust? Ooh, were there dragons back then? I wanna see dragons! That'd be so―!"

"You have work to do," snapped Don Karnage.

The young lady flinched at his tone, but was quick to adjust herself and made a face at him. "Do not!"

"Then go find some before I do," Karnage ordered. Then he pointed at Felix and Joey. "Same with you two. Go do something like you're getting paid for it!"

Felix brightened. " _Are_ we gettin' paid for it?"

"No! Out, out, out!"

The three of them grumbled and slunk out the room, their loud stomps down the scaffold steps a protest against the boss' grouchiness. Dan and Ace stayed. Karnage paced until the sounds pounding of the footsteps rescinded, his eyes flickering in an aimless gaze upon the floor. When he addressed them again, he ignored Baloo and his glowering face and focused on Molly. "Time machine."

"Yes," replied Molly.

"Takes you back and forth, in time?"

"Supposedly. It goes forward, anyway."

"How far?"

"I don't know."

"It goes _twenty years_ just like that, and _this_ ," Karnage jerked his thumb toward Baloo, "special delivery, one bozo bear, over-sized load."

"It wold appear so."

"If you will not tell _me_ where it is, who would you tell? _Him?_ "

There was no need for him to explain to her who _him_ was. "Of course we won't," said Molly. "Even I know that could be disastrous. All we want to―"

Karnage stepped to her face abruptly, and his raised voice reverberated in the cavernous room, "You think he would not _make_ you?"

Where Molly would have liked to make a retort, her mouth tightened instead. His point had hit its mark, sharp as a hand slap. "It might not matter," she said uncertainly. "It happened once to get Baloo here, and Baloo doesn't know how it worked. We don't know if it would even work again."

"Perhaps, but let's say it _does_ and let's say I _believe_ you," said Karnage. "Then this time machine is somewhere. I have read one or two comic books myself, I _know_ what these things can do. If it can go back, it can make everything all not-the-same _now_. If _I_ were the boy, the first thing I would do would be to use it to make me _dead_ a long time ago."

Baloo spoke up, his voice like a growl, "What would _you_ do with it?"

Don Karnage was taken aback by the question, his tongue frozen in an open mouth that had no answer. Baloo expected him to show a devious grin, an outward sign of a daydream of all he could do take advantage of loot and power, but what he saw was a solemness as Karnage considered it. "I would... change things," he said at length. "Try to." His face grew fierce again. "But I will not let you let _him_ get his mangy mitts on such a thing. I would rather lock you up until the swallows go back to Crapistano. So?"

"No dice," said Baloo.

A flare of hot temper crinkled the wolf's face. A seething huff whistled out his nose. And though he threatened Baloo with the grave promises behind the stinkiest of stink eyes, Baloo turned his nose up at him. Molly saw what Baloo didn't, Karnage's left hand feel at the hilt of the cutlass at his hip, as if he were about to fling it into his right hand and start slashing away. She gasped and lunged at Baloo as to push him out of harm's way, but only succeeded in creating an awkward collision that left Baloo looking at her like he had lost her mind. Karnage had already stepped back.

"Hmph," snorted Karnage. "Twenty years ago, perhaps I would not have told my younger and slightly more handsome hunk of hot pirating self either. So, we appear to be at, what you call it, the stale-state."

"Stalemate," mumbled Molly.

" _But_ , yours very truly Don Kar _rr_ nage is reasonable reasoner of reason. You scratch my itch, and _maybe_ I scratch yours. Yes?"

"That... depends on what itches," said Molly.

"You want to find him, no? Then where are you going? Hm? What preciseably do _you_ know about where he is? Right now?"

" _You_ know?"

"Please, girl, I have scouts doing the _scouty_ things all the time. I have to know where he is, so I know he does not know where _I_ am. I could, if I wanted to, point a certain nosy nuisance in the right direction."

"Then you _will_ let us go?"

"Perhaps. _If_ you were to assist me in the particulars of a certain procedural."

"Such as...?"

Karnage looked up at Baloo, a gray brow cocked wryly. "You can still fly, no?"

"Pfft," scoffed Baloo. "Yer jokin', right?"

"Like you did when I chased you...? All those times I let you go, of course."

"Better than you'll ever dream of, chump."

Don Karnage smirked past that slight. "Showing up twenty years too late, Baloo. And yet, yes, I am thinking... just in time."

Hard and heavy footsteps raced up the scaffolding. The creature that burst into the room was a hulking white bear with a tall shock of hair standing on end, wearing black welding goggles, a blue t-shirt ravaged with tears and burn marks, suspenders and brown trousers likewise, and carrying a blowtorch in one hand and in the other a monkey wrench the size of a baseball bat. He also appeared to be smoking ― out of his ears.

He dropped his wrench on the floor and whisked away the goggles from his head, revealing two circles of clean white under a brow of sooty stains. His face ticked in shaky contortions ― he was either having a seizure, receiving an electric shock, or smiling. Maybe all of the above. "It _works_ ," he announced.


	5. Chapter 5

**Chapter 5**

 _A little background on the origin of the Red Wolf. It began on a day many years after Baloo disappeared, and many years before he miraculously reappeared. It began where another story ended._

The reckoning had come. Remembering a voice, like the devil come to collect his soul, growling through radio static, it haunted him: _'I'm not done with you.'_

Don Karnage crawled like a worm, tasting the grime of the metal when his face scraped against the floor. He _thought_ he knew where he was, but there was no telling for sure. He cried out in pain when a panicked henchman blindly trampled over him, a heel planted where the bullet had torn through his hip. The smoke was suffocating, the darkness overwhelming, the screams for help unbearable. The _Iron Vulture_ was dead, and he was getting there, trapped in its bowels, bleeding, crippled, and lost in the chaos roaring in the iron gullet.

The other bullet had pierced where his left shoulder met his neck, the wound slicking the floor with blood where his hands grasped. His head still rang dizzied from the impact of the crash, and he had lost all sense of time. Every second of agony was an eternity. When he tried to stand up, the pain in his hip fell him every time. He crawled on, with what wits he could hold onto, realizing that the floor was steeply inclined, the airship far from level, and he needed to move up. The smoke was coming from below.

Another pirate ran past him, utterly lost and screaming incoherently, stumbling in the darkness. The fool was going the wrong way, Karnage thought, but wasted no breath trying to save him. None of them, the screaming fools. There was no time to hold their hands. He had to save himself. He had to _think_ about where he was, where to go, over the din, over the dark, over the pain. A thousand times walking these corridors left him feeling his way with more certainty than not.

His strength strained and tested every inch of the way, he had reached the brig holding cells, knowing when he felt the bars. There were windows here, he knew, that looked out of the ship's broadside, but then he saw there was no sky beyond the barred portholes, no light. There was nothing. Darkness. The _Iron Vulture_ was entombed, and he with it.

 _The captain goes down with his ship_ , so the old saying went. The thought, crushing his resolve, echoed in his mind, over the cries of his doomed henchmen, who clamored in the darkness for escape, lost as blind rats in a burning maze. He rolled on his back, clutching at his shoulder where the wound bled, gasping for bits of air but coughing at the stench of smoke instead. _The captain goes down with the ship._ Maybe it wasn't just a saying, maybe it was a curse. Inescapable. Hopeless. A thousand times walking through the _Vulture_ and this dark curse clouded every thought he clung onto, fogging the ins and outs of the airship in his memory. The curse demanded that he accept this fate. _The captain goes down with the ship._

 _No. Not_ this _one._

He rolled on his stomach and crawled again. _To the back. Get out the back or die._

The frame of the airship jolted violently and shifted with a great metallic clamor, and the floor suddenly became even more slanted. The _Vulture_ was sinking further into its doom, nose first. Karnage hastened his efforts, the pain of his wounds fighting for control of his wits against his memory of a compartment that housed the rear cannons. He just kept crawling _up_ , that was what mattered.

He found the corridor to the cannons, at least he hoped it was the right one. It had a metal stairway that went down to the bottom of the compartment, but the way the _Vulture_ was currently oriented left the stairs almost level. He crawled over the steps, and caught smell of gunpowder from the cannons' shells. To the side he could see vague shape of the one of the retracted cannons. Though it was only dim enough, he could _see_ it. There was light _somewhere_. He crawled over the steps as quickly as he could, scraping elbows and knees over their edges.

Then he saw it, a rectangle-shaped line of light, thin but glaring bright in the contrast of the darkness. It was the hatch where the cannon would extend from when it was activated. The sun shone on the other side of it. A way out. But try as he did, the hatch would not be pried open with his hands.

For years he had taken the maintenance of the _Iron_ _Vulture_ for granted. Ratchet took care of those things... back when he was alive. He had to learn some things the hard way after Cloudkicker turned his chief mechanic into shark food. This hatch opened from the bridge, he knew, vaguely aware of the complex system of hydraulics that made it so. But the bridge was hundreds of feet away, and burning. A wheel to manually open the hatch was somewhere in the room... _somewhere_...

Wind whistled through the cracks of the hatch's outline, carrying sand that audibly and endlessly clawed against the metal skin. The airship shook and shifted again, iron frame groaning, the sudden roll of the floor sending Karnage tumbling into the corner. He cried out, in desperation and agony. _The captain goes down with the ship._ The pain of his wounds wanted him to think it was over. He was too close...

He pushed himself forward, flailing an arm overhead as he crawled, feeling for that damn wheel. He found pipes, grates, more pipes, more grates... and finally... the tip of his middle finger happened to wrap around the bottom of the iron wheel. He was shaky as his strength faltered, but he pulled himself to a knee, grasped the wheel with both hands and, for all his life, _turned_.

The hatch creaked open by inches at a time. Wind, sand and sunlight blasted the dark room. Don Karnage crawled out.

The intense desert sun overwhelmed his sight and blinded him worst than the darkness of the airship, and sand scraped his face, little bits of it immediately coating his tongue as he gasped for fresh air. This air was far from fresh, however. As soon as he had wormed half of himself out of the hatch, a gust of wind pushed him away and he tumbled down the back of the _Vulture_ , landing in the dunes below. As his sight adjusted and the world came into view, he saw the sky was an intense glow almost the same color as the sand itself, the sun only a blurry blot of light. He realized he was in as much of a predicament as he was when he was inside the ship, still trapped.

In the clutches of a sandstorm, the dunes had already swallowed half of the airship, avalanches of rolling sand caving into the crater it had made when it struck the earth. Karnage found himself at the bottom of the crater, and the sand was pouring over him in waves. He cursed at the sand and pounded a fist into into it, blood from his neck making little red droplets in it before the wind covered them up with even more sand.

Gritting his teeth at the long and rolling incline to the top, he spat, pushed himself up on the one leg that wasn't wounded, though the pain of the bleeding hip still demanded he stay down. The sand fought him every inch, rolling in waves over his face, but he crawled, clawed, kicked, pulled, _swam_...

Arriving at the top of the crater felt as though he had climbed the highest mountain in the world, but it was a fleeting feeling of accomplishment once he glanced back behind. The only thing left showing of the _Iron Vulture_ was the back half of its top flight deck, where the wind pushed the remaining intact rotors in slow circles. And the tail. The tail would be its gravestone.

There was no one else there. No one had made it out except himself.

It was their own fault, he insisted to himself. They should have taken the time to learn. A crew more familiar with the ship would have made it out. A crew like he had once... Mad Dog, Dumptruck, Gibber... dead, dead, and dead. Cloudkicker, on occasion when he crossed the _Vulture_ 's path, had taken one or two or three before they could shake him off. Much of that was _before_ he was empowered and dangerous, before the end of the War, before he had his own viable army.

Karnage looked up, squinting. Cloudkicker's fleet was gone. He half expected them to be circling around, waiting to strafe any straggling survivors with bullets, or lie in wait with that fire-spitting monstrosity ― Karnage shuddered and heaved as he remembered the flames pouring from the infamous _Inferno._ The first blow from Cloudkicker's flying flame-thrower left the metal skin of the _Vulture_ half-engulfed in a storm of fire and smoke. The second strike found the hangar from the prow, igniting the belly of the airship into fiery hell.

Now they were gone. The sand-blasted sky held no memory of fire or bullets or dead pirates and fallen planes. It was as empty as if nothing had even happened, and it finally occurred to Don Karnage ― he was alone. Left to bleed and die, left to have his bones bleach under the scorching sun. He knew the day would come, one way or another. Every day after the War, the sky grew ever smaller for the _Vulture_ to prey. He had abandoned Pirate Island and slunk around the far corners of the globe, but only buying himself a little more time to plunder.

He clasped his hip, where the blood seeped from his coat. In all his life, he had been cut, slashed, nicked, burned, and countless close calls with death, but never shot. It hurt worse than he thought it would, the pain throbbing through half his body. In the enormous aerial battle, it was during a fast evasive dive in his plane when that bullet had sliced its way through the windshield. He remembered the glass cracking, but it was several moments later that he realized he had been shot, when is lap ran dark with crimson. He and his pirates flew uniform unmarked fighters, long ago swapping out the CT-37 fleet, not because the planes were aging, but because they were each distinctive, especially the captain's tri-wing. Karnage had realized the folly in being picked out and recognized in the sky, for this day come in particular ― Cloudkicker himself would have gotten on his tail, and as much as he hated to admit it, he knew there was no hope escaping that.

There was no secret which plane Cloudkicker flew, it was always distinctive by black smoke spewing from its roaring engines, and Karnage was on the constant lookout for it. There were dozens of planes shooting at each other, but only one in the entire battle that so effortlessly shot down its foes, one after the other, while evading attacks from others, unmatched. _The_ _boy_ , that scruffy little street rat he took under his wing once upon a time, was an angel of death as a pilot.

He ignored the wound on his hip and fought on. It was only a blink before the second bullet zipped through the windshield unseen, and hit him where his left shoulder met his neck. He felt that one right away, for it felt like it hammered into his flesh in a way as to tear him apart at the neck. Blood spurted down his coat, over his sleeve and breast, and he knew this one needed to be taken care of quick. He needed to get back on his ship. The _Iron Vulture_ had just taken its first lick from _Inferno_ , and burned from outside as a looming vulture-faced demon cloaked in smoke and flame. Karnage went straight for for the prow and made a hasty landing that was as much of a crash as anything else, his plane slamming into the clutter of the hangar. Cloudkicker must have seen him, for his voice was the last thing he heard over the radio: _'Karnage! I'm not done with you.'_ Strange as things work, it wasn't until he crawled out of the cockpit and spilled onto the floor that he finally felt the _pain_ of his wounds, and he cried out in agony.

Right then, an eclipse drew a shadow in front of the _Vulture_ 's prow. _Inferno_. The fools steering from the bridge had maneuvered so that the two airships were nose-to-nose. He could see inside the hollow of _Inferno_ 's wicked main cannon, and how it blazed from within like the gullet of a fire-breathing dragon. In it, he stared into his own fiery demise. He ran. He clamored up a flight of metal stairs, flailing and limping, up to a catwalk above, and hurried with all his might as far away from the hangar as possible. He looked down just a massive wave of flame roared into the hangar, and threw himself into the nearest corridor, an artery that went from the ship's bow and aft. Even from there the heat seared through is clothes, and the fire bathed the gullet of the _Vulture_ in hellish red light. When it went dark, the screams began.

Pirates ran amok out from the _Vulture_ 's the bridge, their clothing aflame, as was the bridge. Karnage fell and pressed himself where the floor met the wall while they ran past him in fiery panic. Then, a massive _BOOM_ and jolt shook him in the air like a piece of popcorn. When he hit the ground his wounds hurt doubly, making him cry out, and he knew knew without seeing that one of Cloudkicker's war zeppelins had unleashed a volley of cannon fire across the _Vulture_ 's flank. There was no pause before a second ship did the same to the other side, and the iron pirate ship teetered heavily toward its nose.

All at once the electric lights in the _Vulture_ went out. Then, gravity went crazy. Karnage felt like he was on a merry-go-round, blindfolded, not knowing which way was left, right, up or down, and he felt suddenly less heavy. What he did know was that his ship was plummeting.

The _Iron Vulture_ and its massive iron tonnage struck the endless sand dunes as like a belly flop. In the impact, Don Karnage was thrown through the corridor, rag-dolling and ricocheting against the walls like a hapless bullet of flesh and fur. The noise, the thousands of fixtures and effects being turned asunder, the _crunch_ of the immense metalwork, was deafening.

 _Out of the fire, into the frying pan,_ he thought miserably to himself, now that he out of the ship. For once, he knew he had gotten that saying backwards. He meant it that way. The wind was hot and hard, and dry sand seeped in his mouth and ground into in his wounds. From this there was no sign of an escape.

He lied there, finally having given up on it all, cursing from choked breaths that dared the world to do its worst and get it over with. He felt like he was drowning in dry earth. It felt like that for a long time, long enough that the ceaseless pain from his hip and neck let it be known that there was no mercy to come his way, and if he was going to give up now, it was going to be a long and torturous end. The wind died down. At some point, then, he realized how very much he did not want to die.

On his stomach, on his hands and knees, and rarely, in his most daring self-encouraged bouts, on his feet, he took to the dry desert wilderness in a random direction. The sun baked against his back, thirst soon mighty in his throat. He crawled, and crawled, his shadow beneath him growing ever so slightly longer all the time. The seconds were torturous, let alone the hours, but he had not even noticed when the sky grew ruddy with the brink of dusk, not until he spied a cluster of cacti. To there he crawled, hoping for a pool of water. A puddle. A _dr_ _op_. He found nothing but spiky cacti and rocks. In that setback, even the raw cacti, the only thing remotely green in the whole world, looked delicious.

When he pawed at a round cactus leaf, trying to rip it free from its stem, his left hand braced next to the shaded side of a large rock, where his fingers dug into the sand. Suddenly he felt a sharp pain pierce his hand, making him yelp and jerk his arm away. A black snake slithered hurriedly away to find another stone to hide under, and left him with a throbbing bite between his thumb and forefinger, wet with venom. It burned like it was on fire, and no amount of nursing it made it hurt less. He felt ill almost instantly, and he rolled over, curled with his knees to his chest. He never got to eat any of the cacti.

He lied there, staring into darkening desolation, now and again dry heaving. When the sun went down, and the dusk was washed away in a tide of black, every star in the universe peered down on him, keen to watch the spectacle of the greatest pirate on earth slowly dying a nobody's death. He would not squirm for them, or cry for them, or give them the satisfaction of a show. The night was as cold as the day was hot, and the cold made him shudder in random intervals. His vision had become scrambled, the distant sounds of wind sweeping over the desert growing silent, and and his pain slowly forgotten. He closed his eyes...

… and heard voices. Familiar ones.

"Der captain went over here," one said, echoing in the void. The deep accent was unmistakable. _Dumptruck_.

A voice more shrill and whiny replied, "I can't see nothin'. You sure?" _Mad Dog._ He heard muttered replies from Gibber being whispered in someone's hear, and cold practically smell the sardines on Hal's breath.

"Here," Karnage cried out, weakly. He rolled on his back, rubbing sand from his face. "Over here. Come here." His next words came with hesitation, but came nonetheless. " _Help_ me."

"Ooh, lookey, der he is!" said the one.

"Oh, wooooow," marveled the other. "Get a load of _that_."

There was a silence. Karnage couldn't see them, it was too dark, but they were _there_ , they were looking at him, he heard them breathing through their mouths, he heard them... _laughing_. Laughing! All those years of putting up with them, being their cunning commander, and they laughed at him. So much for their loyalty, but he always knew that, deep down. He planted his hands against his ears, but the laughter came clear as ever, resounding.

"Stop it!" he cried. "Stop! Stooooop!"

Now they were gone ― and he realized, for a brief moment of reality, they were gone a long time ago. No one was coming to help. Time to face the truth. No one cared if his bones bleached in the desert.

 _No one ever cared..._

 _No one..._

 _Ever..._

"Captain?"

His eyes flew open, startled. That voice... _the boy._

There he saw him, fading in from the dark, that pint-sized, scruffy-haired mischief maker with a green sweater and red scarf around his neck. Kit knelt down beside him, tilting his head curiously but eyes wide with wonder and admiration. "Captain? Hey, strange place for a nap. You feelin' okay?"

"You. What do _you_ want."

The boy shrugged. "A million bucks and a fast plane? C'mon, lemme help you up."

"Go away," snapped Karnage, and he rolled on his side so that the boy was to his back. "Leave me alone."

"What? You wanna just lie here forever?"

"Yes. Forever. Away from you."

"Me? What'd _I_ do?"

"What did you do? What did _you do?_ You...!" In a flash of anger, Karnage raised up as if to lunge at the boy, but in his weakness fell limply against the sand. "You _won_ , you brat."

"It's dark out here. Brr, and cold. You better get up."

"I... I can't."

"Aw, sure ya can. You can do it. I _know_ it."

"Stop it. Go... go away."

"I bet Don Karnage can do _anything_."

Karnage buried his ears under his hands. "Stop!"

There was silence. But when he dared look again, the boy was still there, kneeling over him, his face genuinely confused and concerned. Someone cared. "Stop what?"

Karnage turned his head to him and sneered. "Like you don't know! Stop _following_ me. Stop liking what I do. Stop thinking that _I_ am your... _anything_. Go away, boy. It doesn't end like you think it does."

"You're talkin' silly. C'mon, I thought you said pirates stick together?"

"I lied."

"But you said it was like a family. Remember?"

Yes, Don Karnage did. Excruciatingly so. "I _lied_."

"You said it like you meant it."

"What does it matter now? You _ran away_ , ran away to that loser pilot, so _why_ are you still here?"

"Well, I _thought_ you meant it," he said solemnly.

" _You_ do not get to do this to me," Karnage groaned, and buried his face in his arms. "You did a _hundred times_ worse than I did you to. Stop talking!"

Restlessly, Karnage shifted on his back, dizzied sight staring into the diamond sky. The boy would not leave, his small figure hunched cross-legged next to him. Though he was draped in shadow, his red scarf shone vividly. Karnage recalled when countless times, now so long ago that the memory seemed like a dream, when the boy was perpetually at his coattails, insisting on not being left behind on a heist, pestering him about wanting to fly, asking him questions about his adventures, trying to tell an awful joke to make him laugh, watching and study him going about his pirating, or just sitting nearby, quietly, to not be lonely.

"Whatever I told you, whatever you believed, so what if I meant to mean it," said Karnage, breathing deep and clasping at his chest as if an invisible weight was lifted. "Things change, boy. All the time. A woman tells you she loves you one day, the next she cannot stand the sight of you. A father tucks you in at night, and is gone the next morning, without one little stinking _adios_. It's life, no? A stowaway boy gets caught by pirates, looks to the captain like... like some _hero_..." He paused, remembering eyes looking to him in awe and admiration, and knowing, wistfully, he had not seen such since then. "You were never afraid of me. They all were, but not you. You were the only one who thought I was someone worth looking up to. Well... you and me both."

"'Cause you gave me a home."

"Bah. I gave you nothing. It's why you left."

"I dunno. You were kind of like a ―"

"No!" Karnage sat up, spring-like, and cast his finger at the shadow of the boy's face. "Don't say it. Don't _think_ it. Don't you _dare_ talk like you don't know what happens. I ignored you. I _dropped_ you. I... I forgot you like you were never there."

Kit's eyes, sad and glistening, shone silver in the starlight. "You were kind of like a dad to me," he said.

"And _you_ are just a phony pigmentation of my overly-maddened mind!"

The boy brightened and smirked. "Aw, you miss me!"

"You just blew up my ship!"

"Well... you _did_ throw me off that ship once."

"Huh! You _deserved_ it."

"You _really_ think so?"

The answer came after a long moment. Karnage watched a meteor streak with a bright, silver tail over the sky.

"No. There! Are you done now? Is that what you are waiting to hear? You did the _right thing_ , and to me you were as good as dead. I trusted you, boy. I _wanted_ you to ―" Karnage yelped and winched when a shock of pain from his bullet wounds realized its way through his body. Bits of sand stuck to agony-induced tears in the corner of his eyes. He breathed deeply, until his wits were lost back into a hazy gloom, until faded reality overwhelmed the pain. But all along, he wasn't thinking about his wounds. "Always, _always_ the _right thing_ with you! _Why_ could you not let it go? Ooh, how _irritational_ you were, no matter how many times I told you to be _rotten_. Why did you push me? What did you think would happen when you stole that stone from my lightning gun? My chance to finally, _finally_ take Cape Suzette!"

The boy's tone was cold. "I knew what was gonna happen. But maybe I hoped you would do the right thing, too."

The irony made Karnage cackle weakly, yet for him it was so strenuous that it made him hurt all over again. "Well. I showed _you_ , no? Now, here I am. _Here_ is what I have left, for it all."

The boy leaned closer toward him, placing his hand on his shoulder, his fingers over where the blood ran down his coat's collar. "It didn't hafta be like this, you know."

"Oh! You are saying _I_ made it like this? All _my_ fault?"

"Hey, I'm only a phony pigmentation of your ― whatever. _You're_ saying you made it like this."

Karnage grimaced. "So what."

"How come?"

Karnage scoffed at him, but once upon a time had taken a liking to the way the boy would ask him, in such innocuous sincerity, to explain things to him, seeking the all-knowing genius of a master pirate, and Karnage would revel at certain times to boast of his extravagant successes and experiences, to make the boy idolize him, to show him the way of the dashing, daring, and dastardly. It was for this, and such memories that came to mind, that made him want to answer, for the answer he knew well, but had never confronted.

He was silent for several minutes, thinking, staring aimlessly at the stars, choosing his words. His voice was barely a whisper when he spoke. "One thing I never told you about the life of a plundering pirate prince like myself. One thing you have to learn for _you_. You harden your heart. You _have_ to, or you lose everything. Every time you do it, it gets easier. Then, _too_ easy. Too easy, boy, to forget things that make you ― _care_." He lifted his hand to Kit's neck, running his fingers underneath the red scarf, remembering the day he gave it to him. "And now, you do the same. No? Look at you now, boy. I made you."

Kit shrugged away from him and stood up. In his blurry silhouette, Karnage could see him tilting his head up to look at the giant sky above them, the very galaxy glowing in a bright strip over their heads. "Don't you wish it was different?" asked Kit. Karnage felt bitterly sick anew as soon as he heard it, and more so as he watched the boy stretch his arms out playfully, twirling in circles and swerving like an airplane. "It coulda been different. Can you imagine? You and me? Karnage and Cloudkicker, pirates at large! _No one_ could mess with us."

"Shut up," growled Karnage. "It's too late."

Kit giggled, as if ignoring his protest. "We'd be the best! We could out-fly anybody in the sky! Do _whatever_ we wanted."

"It's too late," insisted Karnage. "You are _gone_."

"Jeepers! I bet we'd be up past our elbows in treasure, too."

"You are _gone_ ," roared Karnage, raspier than loud. With great effort, he sat up, and reached to grab the boy and keep him from prancing around. "Gone! Look what I did you you!"

His arms reached nothing but thin, cold air. The boy was no longer there. Karnage squinted into the darkness. _No one_ was there. The world spun slowly before his eyes and he coughed and hacked and remembered the intense pain of his wounds all over again. He fell limply to his side, then on to his back, his eyes rolling up into his skull.

"Look what I did."

He would go in and out; at time he would see starry nightfall, at times blazing day. He would remember none of it, freezing at night, roasting in day, squirming in the sand, crying out no one. It was to a bright light that he awoke, his next cognizant memory. Sunlight, hot and intense, pouring over his face, and blinding when he dared peak his eyes open. He realized he was moving, lying on his back on a hard surface, and there were blurry silhouettes kneeling over him. His lips were dry and painfully cracked, dregs of sand in his teeth and coating his tongue, his skin practically cooking under his clothes and fur. He heard a mule bray, the sound of its hooves clomping on a dirt trail, and wooden wheels churning. A wagon. He lurched up, at least tried to, but was too weak, writhing and groaning instead.

A woman's voice spoke, and others muttered about how he was waking up. They spoke in Spanish. Then he felt a hand on his brow, shielding the sun from his eyes. _Her_ hand, he somehow knew, a woman's touch, gentle and maternal. He squinted when her shadow drew over his face, the halo of the sun making her red hair glow as an aura. Her eyes were pools of beauty, clear and dark.

Don Karnage would swear that day that he saw an angel.

* * *

 _And now..._

They called him the Red Wolf. It was not a name so much as it was something more, an icon. A legend. He cared not much for it, but embraced it nonetheless, or truer yet let _them_ embrace it, if it would bring those who would follow him closer to his cause. It did. It first caught on with the rabble he raised shortly before confronting Cloudkicker over Cape Suzette, showing to the fight with the _Iron Vulture's_ tail marked in red paint. No one was sure who was the first to give him that moniker, but it had stuck, spread and inspired the imagination of thousands, proof that a glimpse of shining hope may rise from even the darkest of hearts.

Irritatingly enough, there was some speculation in the journalistic circles on this peculiar nickname, Red Wolf. Some claimed Don Karnage was not even a wolf, but a coyote. Some said dingo ― whatever _that_ was. And some claimed to have solid evidence that he was indeed a fox. But what the hell did they know. They could call him whatever they wanted. He was still Don Karnage.

His birth name he had abandoned when he was just a young man, favoring instead a menacing moniker that embodied the villainous rouge that consumed him and his every ambition. Don Karnage, the pirate. The _feared_ pirate, romantic, daring, dastardly. _Dangerous_. The name that when uttered, the public would panic. The cops would sweat and cower. The forgotten left to the shadows of the grimy underworld would dream of taking to the sky with him. The name that was going to carry him to a throne of looted treasure, him king of ill-gotten gains, free and unfettered of the bounds of any rule but his own, one day destined to look down upon all with the certainty and satisfaction that from nothing, he had won, beat the world and made it his oyster, the pearl in his pocket.

In the end, it didn't quite go as planned. Obviously.

And as to that end, when he closed his eyes he still relived the day Cloudkicker fell the _Vulture_ over the _Valle de Huesos_ desert (Valley of Bones), sometimes waking in the middle of a night in sweat, the explosions ringing in his head, the shake of their thunder deep in his bones, the hellish blaze of fire streaming through the sky. The plunge. The darkness. The screams.

 _Dust to dust,_ she had once told him when the sense hopelessness was driving him mad, crushed by the realization that he had lost everything but his life, and even clung to that much. She thought she was so wise, her and her sayings. Her name was Maria, an unremarkable name shared by at least a dozen others from her village. She was anything but unremarkable, from the instant he opened his eyes to her, a coyote of fur the color of desert sand, hair red as summer sunset, eyes brown and bold, a combination that at once when his vision brought her into focus, the rest of his senses imploded into one immediate utterance: _'Holy frijoles.'_

The _Iron Vulture's_ engines spooled to power, carrying vibrations through its frame that he could feel tingling through his body. He watched from the bridge the last scurrying of pilots running into the open prow, those staying behind to keep the base seeing them off. He licked his lips, invigorated by that old familiar feeling, his great iron monster rising up and onward to the anticipation of plunder and adventure. Sirens and lights flashed around the base, and the giant green dome parted open to the heavy gloom above. He wasn't thinking about plunder. He was thinking about those eyes. They were full of love, something he discovered left him utterly disarmed and weak in the knees. He would come back for her, he promised, when they could live in peace. She wept when he left to don his blue coat and cutlass, to exhume his mighty airship, to raise his crew anew. Better she cry now, he thought, then be hunted forever. They would never have a chance at peace and happiness for as long as Cloudkicker stalked the skies.

The _Vulture_ steadily rose vertically above the dome, flanked likewise by two armed zeppelin escorts: _Sk_ _y Wolf_ and _Big Kazoo_. The aft rotors hastened and pushed the airship forward while it continued to climb, until the dark gray clouds enveloped his view from the bridge entirely. With the lights on in the background, he was left staring at his own ghostly transparent reflection in the glass. He could easily recall a day when he looked on such a sight with fonder regards. Now there was graying, wrinkles... half an ear gone. _Old man_ , he thought grimly. The brass buttons on his coat, replaced umpteen times, still sparkled with polished care. He had an image to maintain, after all.

When he had made up his mind to set out and swore upon his life that he would come back for her, she questioned why the blue coat, why the image and memory of the pirate could not just stay buried with his cursed ship. At the time, the world thought Don Karnage dead, why could he not simply stay that way? His words would never convince her. There was more to the pirate than stealing and blowing things up, though that was what made it the most fun. There was also the lust for freedom and adventure, and _winning_. And here, now, win he must, and where it concerned winning, there was one thing about the infamous Don Karnage on which the Red Wolf had only begun to cling onto his blue coattails: he never gave up on what he wanted, for as long as he wanted it. He wanted her, forever.

Truth be told, he hadn't thought much of how he would live out his days once she was back in his arms, except never to let her go again. She liked to do things that drove him crazy, like praying for him, or convincing him he had a higher purpose to do good in this world. _Do good?_ He laughed at her at first, in their early days whilst he was convalescing in the throes of feverish despair, a sad, dismissive laugh. She must have missed the news about the time he had tried to _fricassee_ Cape Suzette, he thought. He was _winning_ there, too, by the way, lest he ever be slandered as not being dedicated to his ambition. But no, she knew about the pirate, only she saw through a mighty wall built of pride and loathing and found the loneliness longing inside. She said all he needed was someone to believe in him, he called her foolish. She said to have a little faith, he said to leave him alone. She said he had a purpose, he called it hopeless. She kissed him. She won.

Being a pirate made an unknown tomorrow exciting. Being in love and having an unknown tomorrow turned his stomach in a knot, and before the _Vulture's_ great windshield he glared at his own reflection angrily. " _This_ is what you get for getting all twitterpated," he huffed.

Still, he wasn't going to settle down in some dusty village watching the cacti grow. A rainbow trout would have a better chance taking up tap dancing than he would have at making an honest living at something, and the trout would also have the greater inclination at trying. The thought of it repulsed him to his core, and for a time gave him cause for great concern; could he ever 'get out' in a way that satisfied _the pirate_? The answer came by a rumor that happened upon his ear, one that he fervently pursued, keeping this little project close to the chest. An end to Cloudkicker's reign of the sky was but one cause. There were other causes he was interested in as well... about one hundred million of them.

 _Pop!_

Karnage blinked when he saw the reflection in the glass a pink bubble popped right behind his right elbow. His "shadow" was, as usual, as close as his real shadow.

Just like the boy, her's was a story of a displaced street urchin, looking for a place to belong. He didn't think of it at the time, but she reminded him too much of the street rat they called Cloudkicker now, who he just called 'the boy.' Just like from the boy, he couldn't help but like the adoration. He had not learned his lesson the first time around. He let himself grow fond of this girl. It made him grimace, thinking not just that, but that he let himself grow fond of all these people who called him Red Wolf, who respected him not out of fear like his pirate crew of old did; no, _these_ knucklebrains had to go liking him because he was courageous, because he was caring, because he was good at heart, and all those other slanderous things. They had to go spoil everything, and take all the fun out of being a perfectly rotten son of a hibiscus.

Just for that, he kind of missed the good old dastardly days when he supplied, all by himself, to himself, all the adoration he could ever want. Now, this sense of responsibility, this sense of loyalty and perceived heroism, it all took his breath away when he thought about it. It turned out the dreaded pirate Don Karnage had a weakness. You see, he had long prided himself in being as good at being bad as bad can get, but when someone actually believed in him to be something more, something better, it made him _want_ to be.

"Ew, you're thinkin' about _her_ and gettin' all kissy, huh?" Marty winced beside him. "Blech."

"And how would you know?"

"Pfft. Everyone knows when you think about her. You get all quiet and get this dumb, sleepy look on your face."

"How would you like a look on _your_ face that says _ouch?_ "

She didn't bat an eye at that; instead, she crossed her arms and copied his stoic pose, gazing out into the dark at an imaginary horizon. "So. Part one of the big plan."

"This would be it, yes."

"How long do ya think before we get all those planes in the air?"

"A few weeks, perhaps."

"I mean, there's no rush, right?"

"Not until I am knowing where I need to send them. The fat one may be able to glean _some_ informational news."

"Ya think Cloudkicker's really got a soft spot for him? Is it true he's the guy 'Kicker ditched you for?"

This kid had a way of putting things. "True," he said, shrugging.

The girl shook her head at the notion. "What an idiot. How come he did that?"

"He was a boy on a pirate ship."

"So, I'm a _girl_ on a pirate ship."

He glanced down at her, amused; but he knew she really had no idea of what she was assuming. "You think we are pirates?"

"Heck yeah."

"Well. Better keep a _gato_ on your tongue about it."

"Hey, when we get there, can I go down and help rob stuff?"

"No."

"Why not?"

"It could be dangerous."

She popped a tiny pink bubble behind her teeth. "So? I'm gonna do it anyway."

Karnage shrugged again. "I know."

Marty seemed awfully pleased with herself, images of the upcoming heist obviously frolicking in her mind. But, her face drew suddenly serious. "So... do you ever thing about, if everything goes right, what happens when we win?"

"We live."

"But... that's it? You have this big sky-ship, you got a crew... why not keep up a lil', y'know, stealin' and stuff?"

"That is what _started_ this," grumbled Karnage, though a touch of reluctance in his tone betrayed he wasn't being entirely forthcoming. The answer, if he could phrase it more in Marty's vernacular, was because his girlfriend would kick his ass. She had something called scruples, which he thought was something you could get a shot for at the doctor's office; then he found out it was something far worse than that.

"You're not _really_ gonna go back to that boring lady in that boring ol' town, are you?"

"Her, yes. The town, erhm... no, not so much." He couldn't help but notice how worried the girl seemed to look. "H'okay, then, what do _you_ want to do?"

"Well, I was kinda gettin' used to everything here. Everyone. If you go... it all goes away."

"And you get to go do whatever you want," said Karnage. "Not so bad, no?"

"Depends," she said, chewing.

 _She has nowhere to go_ , Karnage thought. "We all go somewhere, girl. You know everyone on his ship. Take your pickings."

"Well... what about you? You're still gonna need someone to watch your back, won't you? Y'know, someone with the right smarts."

"Like you."

"Well, duh. Yeah."

Karnage stretched the small of his back, and snorted nonchalantly. "I might."

"Yeah." Marty mirrored his posture, and snorted like he did. "That's what I figured."

The _Iron Vulture_ had finally risen about the stormclouds, which came to view as a vast sea of silver and shadows under the stars. In the far distance, flickers of lightning turned the shadows bright white for a nanoseconds at a time. Don Karnage squinted at these flashes, happening upon Marty's reflection in the glass. She was was looking up, stealing a glance at him. It gave him a haunting chill, as he could just as easily see the boy's face in her's. It was all but another reminder how he recalled thinking, way back then, that under his guidance, the boy had it in him to be among the greatest of pirates.

Marty glanced up at him, puzzled at why the Red Wolf suddenly fell so morose, slouching and brooding with a hard gaze ahead.

It was because for once in his life, Don Karnage wished he didn't have to be so damn right about everything.

* * *

The mouth of the _Iron Vulture_ was open, letting in cold and brisk wind that swept away the odors of fuel and exhaust. The airship skimmed over endless overcast. The lights in the hangar gave an electric glow to the wisps of cloud that breathed inside and dissipated. There were only three planes in the entire hangar, Baloo noticed, room for so many more, and it struck him odd as to his knowledge that the _Vulture_ was effectively a flying aircraft carrier. The place was cavernous in its overall emptiness, but not for a lack of machinery and henchmen milling around, setting up heavy winches along the bomb-bay doors, positioning mobile cranes in place to move around some heavy things ― things waiting to be stolen, so Baloo's gut told him ― and, most perplexing, dwarfing and just behind the three planes were two giant cylinder tanks, with rubber nozzles folded around them. Baloo didn't know what they were for, but bet they weren't giant fire extinguishers.

When the airship finally broke above the clouds, Baloo absently hoped for a glimpse of sunshine. What he got was black nightfall over a sea of endless clouds that glowed silver under the smile of a crescent moon. Not even a star to sparkle.

In the back of the hangar he sat on a crate, aside from the bustle of the activity, Molly morose beside him, and hardly anyone paid them a second glance. They watched as the winches were being inspected with all their large hooks and strong chains, and wondered what they were meant to reel up.

As of the three planes in the hangar, none of the were the pirate planes he remembered, either, although he felt already faintly introduced to each. They were lined abreast at the prow, positioned for a fast exit. They had enough bullet holes and welded patch-jobs on their bodies to attest they were not flown for leisurely Sunday afternoons. On the left was a forest green warbird with a broad wingspan bearing three machine guns on each side, pistons snarling from its nose, and on its tail the insignia of the Usland Air Corps faded through in parts under the red paint of the Red Wolf's emblem. Its battle-worm fuselage, dents and all, shined with recent waxing; Ace London was particular about that. It was a Stallion, one of the Air Corps finest fighters, and he had "borrowed" it when he threw his lot in with Karnage. The crimson plane on the right was the one that met Baloo and Molly at Cardy's. Dan Dawson was there inspecting the underside of its nose with a mechanic, coughing half as much as he talked. In the middle was the very plane that Baloo and Molly were kidnapped in, the one flown by Joey the ox, who would not be flying it this time. It had been decided that _that_ plane was the closest thing in the fleet to the _Sea Duck_. Its intended pilot, however, was wondering where he could find a parachute and jump.

Baloo's jaw was grinding. Their reasoning was a load of horse pucky, as far as he was concerned; so the plane had two engines and was big enough to hold a few crates in the back, _so what._ It was definitely no _Sea Duck_. But that's not what really irked him, it was that they expected him to fly it. For them. For Karnage. To play a part in some big robbery. _'Do your thing,'_ as Dan had put it.

He never even said that he would do it, as if his stubborn silence would keep him from committing to any of it, even though every step he took since leaving Karnage's planning room was in compliance with their scheme. Or so they thought. It did not escape him, if they were stupid enough to give him the keys to that plane and turn him and Molly loose with it, they would never see him again. He'd find another way to Kit.

They couldn't know what he was thinking. He wasn't even going to discuss it with Molly lest someone overhear or get wise. He kept his face blank as Ace London approached them.

"So, wanna go over the details, hot shot?" asked Ace. "We'll be takin' off soon."

Baloo deigned to give him a sidelong glance that offered as much enthusiasm as a wet sponge. "Sooner the better," he muttered.

"Now that's the spirit. Ya seem a little _perturbed_ , though. No one's askin' ya to do anything bad, ya know. The people we're stealin' from tonight aren't the bad guys. They're just people doin' their job, and so are the guards that are gonna try to shoot us down."

 _And_ you _think I'm gonna fight 'em off for ya_. Baloo turned his head away from Ace. _Just let me in that plane, buddy, and we'll find out real quick._

"The security outfit that guards this place has radar and planes that they'll scramble when intruders show up," continued Ace. "We _do_ mean to intrude, got it? But to get this done with nobody croakin', we need to keep the heat out of the sky. That's where _we_ come in, the best and _least likely_ to bite a bullet. Dan and I were gonna go ahead and draw out their planes, play a little cat and mouse with 'em while the ground crew raids the warehouses. Since you showed up, our _duo_ just became a _trio_. I hate to admit it, but I don't mind the help. They got at lease a dozen birds, armed to the teeth. Ha! Gonna be some good ol' fashion bullet-dodgin'. Up for it?"

Baloo scoffed at him. "Nobody croakin'. _Hmph_. Ya really think _Karny's_ worried all the sudden someone might get hurt."

Ace shrugged. "We got the guns, to do what we have to if it all goes south. Well, _we_ do, you don't. Your plane ain't even armed. But Karns... no. Hell, he don't even want Cloudkicker to croak. Thinks the guy can have a change of heart."

That suddenly piqued both Baloo and Molly's interest. "Wait, Karnage said that?" asked Molly.

"Yep."

"You _heard_ him say that?"

"Look, doll, I'm missin' a headlight, but the ears work fine. _Yeah_ , I heard 'im say it. Ya may not have noticed yet, but we're doin' things the hard way here on purpose. I might be _technically_ an outlaw right now, but Ace London don't fly with pirates."

Molly looked at him skeptically. "I don't think Don Karnage ever quite disavowed being a pir―"

"He didn't _have_ to," interrupted Ace. "He's the only one to stand up to Cloudkicker. Don't ya get it? My own Air Corps, who I gave everything I ever had, _they_ wouldn't even stand up to him. 'Cause he robs on international skies, not their problem. What a crock. They chickened out, and there's not a pilot left that's safe out there. I'm here for them, and for me. Flyin's supposed to be fun, and fantastic, and all what _livin_ ' oughtta be. Right Baloo? But if ya ain't realized it yet, I'm afraid while you were gone, your ol' chum's taken all that away. And who was the _only one_ to stand up for what's right? To try to gather up a team do something about it? Karnage, the Red Wolf. Yeah, ya coulda knocked me over with a feather when I first heard about it, but it was sure enough, and he needed some _professionals_ to help out. Lucky for him, _Ace_ decided to make himself available."

"Lucky, lucky him," muttered Molly.

Ace was oblivious to her being unimpressed. "Ya know, toots, ya oughtta do a number for us like ya wrote up for Cloudkicker. Ya know, tell the story of the heroic Ace and his gang of freedom fighters. Huh?"

"Wouldn't it be _Karnage_ and his gang?"

The wolf shrugged. "Eh, details."

"Since you seem to trust him so much," said Molly, "maybe you can enlighten us on how you think he went from wanting to save the world instead of robbing it blind."

"Aw, everyone knows," said Ace. "He got suckered into the one thing that'll do _any_ guy in: fallin' for a dame."

* * *

 _Back then, once again..._

It was in the red mountains above the desert where the wagon brought its injured passenger, to a small settlement named _Polvo Pueblo,_ Dust Village. Don Karnage would remember little of the journey, bits and pieces of barren scenery and scorching sunlight. The rest was pure delirium, the screams of his burning henchmen on the _Vulture_ lambasting his ears, the blind darkness and the endless plunge inside the iron tomb. Every so often he slipped back into reality, if for but moments at a time, just enough for him to realize that the hot sun had gone away. The nightmares always came back quickly, relentlessly.

His eyes blinked open. He felt like he was roasting, but shivered like he was cold all the same. There was a cushioning his back, damp with sweat. A bed, he realized. The walls were bare, brown, brick, and close. His vision spun dizzily, and he felt like he was burning alive from the inside out.

He shifted halfway on his side, and the pain of his bullet wounds shocked him. So dizzy, so hot. His stomach ached fiercely. He realized he was bandaged at the left hip and shoulder, the latter wrapped diagonal from the bottom of his neck to under his left arm. He also realized his right arm was apparently stuck and jingled when he tried to move it. Even half-conscious, he knew that jingle... handcuffs. Handcuffed to the bed post. Oh... he was also stripped to his boxers, leaving not unto the imagination the little Jolly Roger prints thereon. He rolled flat on his back, having a terrible time thinking this one through. There were at least two possibilities that would have led to his present predicament; one, he was under arrest or, two, he had one hell of a wild night. Maybe both... wouldn't be the first time.

To his left, he squinted at a bright light. Sunlight, through a door, left wide open. As his eyes adjusted, he saw blurry, dark, horizontal stripes between him and the bright light. The stripes materialized into jailhouse bars. Under arrest he was, turned out. The door to the cell, however, like the door to the building, was left wide open. Someone had run out of there in an awful hurry. They had left behind, in the cell, a small table with bandage rolls, stitching thread, clothes, and a basin of water.

His left hand was wrapped in layers of bandages, and swollen so fat he couldn't move his fingers. He remembered the snake, blurry in his mind like a dream, slithering away in the sand and disappearing in the dark of nightfall. Then, the fiery pain in his gut erupted, sending up convulsions. He dry heaved until his back felt broken, and gasped for precious air when the fit was over.

Then, gunshots. Lots of them. Women screamed, guns fired. Don Karnage forced his eyes wide with all of his remaining wits. A bullet punched through the wall and ricocheted loudly off a cell bar.

Well. He wasn't just going to lie there like a lump ― he wasn't going anywhere fast, either. He rolled off the cot, and was left hanging by his cuffed hand, his _good_ hand, at that. Gunshots were being followed by sickly groans and abruptly ended cries. Men were dying outside. In his genius thinking, he decided to roll the cot on its side and use it for cover. Fantastical idea! Because mattresses were bouncy and bulletproof, something in his brain told him.

"I don't see _you_ coming up with any better ideas," he growled to... himself. He would have liked someone to smack that wasn't his own face. But then, his eyes happened to fall on a beautiful thing, a key ring handing on a hook near the front door. There appeared to be a small handcuff key glistening on it. It wasn't really glistening, just to him it was. The cot wasn't bolted to the ground. The cell door was open. Risk getting shot versus unlocking his restraint? At least _that_ answer was clear to him. He wobbled to his feet and began to pull the cot along the floor, backing through the cell doorway. The cot was too wide by several inches. He pulled on it, giving it all of his miserably weakened strength, as if so would somehow make the iron bars give up. "Oh, come on!" he told the cot. "You got in there, you can get out! Now get to getting out!" Another bullet cracked through the wall. "Bad idea, bad idea!" he cried, ducking. But the keys were so close. It was a small room, small building. He lunged for the key ring, swiping his swollen, bandaged hand, and came up about two yards short. "Get over here!" With the fervor of a freedom loving pirate, he did it again, like his arms would magically grow that time, as long as he really thought he could do it. In his dizzied state, it infuriated him that it wasn't working. Apparently those lack-lusting keys just didn't know who he was, and was he ever going to show them once he got his hands on them... why, he'd... he'd... he'd stick them in a lock and turn. Turn hard! That'd show them who was boss. Wow, he was out of it.

The chaos outside continued. Karnage blinked at the cot, its frame, and the size of the cell door. Curiously, absently, his mind reverted to a childhood toy; square pegs, square holes, triangle pegs, triangle ― no, that was no help, because the impatient brat in him just took the pegs with both hands and smashed the toy into less than smithereens.

No, no smashing, he had to keep his head. He tugged on the cot, pushed it back, dragged it back again, moved it left and right, tilted it one way, then the other... relatively, for his current mindset, he was practically doing calculus. Finally, with the cot on its side, he maneuvered it out, at least the first half. With that much, he lunged for the keys, and the last leg of the cot caught on the cell; his fingertips swiped the keyring, touching it enough that it fell to the floor. To the ground he went, then, reaching, _reeeeeaching_ , for that ring. His fingers were so swollen at they were practically useless, but tip of a claw finally snagged the keyring, and ―

"Yeowch!" he yelped, when a fat, heavy heel planted down on his hand. The heel was attached to a puffy feline bandit, who had run inside for cover, a smoking _pistola_ in hand. From the shade of his wide straw sombrero, he looked down at Karnage, and Karnage up at him, the former surprised, the latter wondering if this _gato gordo_ happened to be a fan, and boy did he hope it was so. He got his answer with a gun cocked right between his eyes.

Karnage flinched, helpless, and waited for the inevitable dark... which never came. The gun clicked empty, but the _gato_ had plenty of other bullets affixed to slots all across his belt, which he began to paw for. Don Karnage swiped with his forearm, sweeping the _gato_ off his feet, bringing him down with just enough room to plant an elbow into his fat feline face. Down the _gato_ went, backwards and into the corner, as hard as his flubby weight would indicate. Karnage used the next precious few seconds to slide the cot free from the cell, dive for the keyring, at last, only to find out that he couldn't pick it up; his hand and fingers were too swollen to wrap around anything smaller than the planet Jupiter. The _gato_ began to stir, groaning, gun still in hand.

Don Karnage swore and swiped the keys to his feet, and gave it a try with his toes. Picking at, grasping at, it was not a fruitful endeavor. In all his hard work, it suddenly occurred to him, he had some really nice looking toes. As far as toes went, anyway. Just _look_ at them, they were so perfectly toe-ish. They could maybe use a clipping, though, and ― the _gato_ was growling at him. Karnage looked back, then at the keys again, then did a double-take over his shoulder. His cutlass, in all its sharp, shiny glory, was leaned against the wall over a pile of his clothes! He lunged for the cutlass, grasped it between swollen thumb and forefinger, and ― wait, what slobber-slathering slobs wouldn't even bother to _fold_ his clothes? Ooh, they made him so angry. Anyway, he grasped the sword handle in his palm, stretching his pinky finger, which was least affected by the wound, to this thumb, and as clumsy and painful of a grip as he had, it was something. He aimed the blade over his right wrist, squinting with one eye closed, because the world was still spinning in his vision. For a moment he forgot what he was doing. Ah, yes, escaping. All he had to do now was cut his arm off. Wait! No. It occurred to him that he might want that arm later; it was attached to the hand he liked to pick his nose with when no one was looking. The handcuff chain. He straightened it out, held it breath, and took a whack, miraculously not taking his arm off anyway, and struck the cuff locked around the cot frame. He felt something give. He struck it again, and on the third time the cuff broke free, and he with it. While he was only meagerly conscious of reality, decades worth of combative pirate instincts took over his motor functions. He took his cutlass into his right hand, where it belonged, and lunged just as the _gato_ finished feeding a few more bullets into his gun. He missed the _gato_ with his blade... those pirate instincts weren't helping his aim any... and that was really embarrassing because there was so much there not to miss. There was a scuffle, where Karnage knocked the _pistola_ away from his head, and... uh oh. Karnage felt it coming, the fiery eruption in his gut. No, not now. Not now!

Unfortunately, yes, now.

He began heaving again, like he was about to cough up his spleen. The _gato_ disappeared before his eyes, into blurry darkness. He saw and heard nothing, but something was going on. It was like being locked inside of a barrel and being kicked down a flight of stairs... he just _felt_ it, the hard tumbling. When his vision returned, he found it hard to breath, a crushing sensation upon his chest. That would be because the _gato_ was lying over him, limp, the pirate's cutlass sticking straight up out of his back. Karnage blinked, then sneered, because _holy mackerels_ did this guy stink. He writhed out from under the blubbering blob, gasped for air, and yanked his cutlass free from his corpse, blood smeared on his blade and body alike. "Is why you never bring a gun to a sword fight," he told the _gato_.

As he caught he breath, his knees went weak. The _pain_ , it was everywhere, and freshly realized. The two bullet wounds underneath his bandages, neck and hip, burned fiercely into his flesh, his left hand felt like it was about to explode, and the throbbing inside his head was unbearable. Upon his knees, he wanted to just curl up and wish the world away, mentally fighting to stay aware of his surroundings, and the gunfight that just occurred outside. He spied upon a desk a pitcher, went to it and found it full of water. This he drank down greedily, in big gulps, each swallow raw and stinging, splashing the last of it over his head. The water was lukewarm, had a slight dusty tinge to it, and was absolutely delicious. It gave him somewhat of a renewed energy. From where he stood then, he could see out the door, and the scene in the street outside.

It was a crowd, divided into two groups; the two opposing groups, no doubt. He could just tell by looking at them, by the slight contrast of their dress and not so slight contrast of their demeanor, timid versus menacing, that one group was the townspeople and the other was the bandits. There were bodies on the ground, belt buckles glittering bright in the sunlight. In between the two groups, over one fallen body, a woman knelt. She looked up at him, and he at her. The sun lit up her red hair into a glowing copper halo. Karnage licked his cracked lips, and his cutlass fell from his hand. He remembered her now, the _angel_. She was beautiful. The world faded in a field of pure light, all except her and her brown eyes. She was drawing closer, or he was drawing closer to her; it was magic, conducted by his will to simply be closer to her. Closer they drew, and closer, and ― something squishy under his heel. That would be horse poop.

He blinked and realized he was standing in the dirt street, his Jolly Roger boxer shorts on glorious display for all to see. Incredulous lips were curling from every face, among the bandits and villagers alike. Karnage turned and looked at one side, then the other, confused, starting from the beginning trying to piece together where he was and why he was there. He reached back and scratched his rear because it itched. Then he puked up all the water he had just drank, and collapsed.

* * *

He heard the din of people speaking, Spanish voices. They spoke, wept, and shouted while his consciousness felt its way through a vast, dark emptiness. When he next opened his eyes, the world wasn't just spinning before them. It was swaying. It was also upside-down. So was he, hands bound behind his back, suspended by rope from his ankles by a leafless mesquite tree in the middle of the village.

He could here villainous voices decreeing his fate, but muffled to his drumming head, he could not listen to what they were saying. Or, maybe he understood more than he knew; in any event, someone was sitting at the foot of the tree to help him out in that matter.

"How do _you_ like gettin' tied up upside-down," said the boy.

Don Karnage groaned at him. "You again..."

" _You_ are in a tiny piccolo, yes-no?" The boy hardly made his mock accent subtle.

"Ha. This is _nothing_." He squinted to see; a large crowd, again split in two, surrounding him in a half circle, standing upside-down on a sky of dirt. Fire blazed, buildings burning, smoke churning downward into the big blue ground. Before him, a woman, the angel, was pleading with a pudgy figure less than half her size, wearing a ridiculously wide sombrero that made him look more like a black toadstool. Call it birds of a feather, but Don Karnage knew a villain when he saw one, and he knew to whom he owed his new position as a tree ornament.

"Nothing?" the boy asked.

"Grrm. Maybe a little more than nothing."

"Bet you're wondering what everyone's talkin' about."

"How do _you_ know what they are talking about?"

"Okay," the boy began, with a snap of his fingers, "The guy in the big black hat is _El Chihuahua._ He leads a gang of bandits and thinks he owns the whole town. That gunfight? Every once in a while, they get a new sheriff sent over." He pointed to a body on the ground. "That was the new sheriff, who's now the _old_ sheriff, and now there's no new sheriff. There've been a _lot_ of old sheriffs. Before he became the old sheriff, the new sheriff was gonna take you to the city cops across the desert. But now there's no one to take you. With me so far?"

"No."

"Great! Now, you killed one of _El Chihuahua_ 's favorite _compadres_ , so now you hafta hang up here until they come back in a couple of weeks. If you're not buzzard food by then, he said he's gonna hang up ten more random people just like you, until they get the message. By the way, in case you didn't know, you've been shot twice and it was all gross and infected when they found you in the middle of nowhere, and you're poisoned from snakebite."

"Of course I know," Karnage muttered, then sucked in air through his teeth; the blazing sun wasn't what made his head hot then. "You. Shot. Me."

"Aw, I'm sorry," the boy said. What stung Karnage the most was that the brat didn't even have the decency to be sarcastic. The boy still liked him, ignorantly unaware of what was to come. "But that lady's been tryin' to talk him out it. She says you're too sick to have done anything to anyone. She's tellin' him about how they found you, almost dead, and since they brought you here that you're their responsibility. It's not easy for her talk to this guy, and look at him, he knows it. She was married for a little while, you know."

"Was...?"

"To one of the _old_ sheriffs. Kinda sad, huh?"

"Who... who _is_ she?"

The boy scoffed at him. "She's _way_ too good for you, that's who."

Angered at that, Karnage snapped his head toward the boy, and everything had changed. The whole world was engulfed in flame, and the sky went black. Screams echoed in iron corridors. The boy was gone, and in his place, the face of death. It was no grinning skull in a black, cloaked hood; it was Cloudkicker. He stood there, sneering, his voice scratchy with radio static: _'I'm not done with you.'_ A dagger reached for his throat. Don Karnage screamed; just before his neck was severed by the steel, he woke up.

Back in the jail cell, on the cot. This time not handcuffed. He groaned and rolled on his side, realized he had a blanket covering him, and realized he was not alone in the room. Outside the bars, at the desk by the door, she sat there, strands of her red hair dropping from between her fingers as she hunched over the desk with her head rested worriedly in her hand. It was night, and the room was lit by oil lamps.

"Who are you?" he asked abruptly, in Spanish (as was everything they spoke, unless noted; to that effect, as may be expected, when a linguistic expert like Karnage wasn't enlightening the world with his own fascinating rendition of English, there were fewer malapropisms). It made her start. She gave her reply only in a reproachful stare. "Oh, _that's_ who," he muttered. With what strength he could muster, he rolled off the cot, landing on his swollen left hand, which made him shout and swear. He could only crawl, and did so to the cell door, remembering it unlocked last time.

"It's locked," she said coldly.

"Yes, that is what _I_ think, too, when I jiggle the door and it doesn't open," he growled. It then suddenly occurred to him that he was half naked, and the sight of the bandages around his thigh, shoulder and neck was startling. He put his hands over his boxers, indignantly. "Enjoying the scenery in here, are you?"

"Oh, please. What _stale_ scenery. Who do you think has been changing your bandages all week?"

That made him cringe, but then he smirked. "Ha. I bet you could not wait to put your hands all over this ― what? All week?" He was suddenly struck trance-like at the thought. "How long have I been ―" The trance was broken when something was thrown on his face. His trousers, wadded up, a perfect pitch through the bars.

"You can change your own from now on," she said, then added, "And I've seen better."

Try as he did not to appear as groggy as he was, and to move faster, at least at some _natural_ speed, than his aching body would permit, the mere act of sliding his legs into his pants took an abundant amount of concentration. So much, that he didn't even realize how long it took. He drew them up to his waist all the while lying on the floor, and once the task was done, he had to rest and catch his breath. "Why am I in here, woman?"

"It's where we put criminals," she said.

"Criminal? Who are you calling a ―" He stood up abruptly to demonstrate his indignation, but the blood rushed out of his head, and he was utterly unprepared for how weak his legs were, especially the one with the bullet wound in the hip. He fell over backwards, straight as a domino. "...ugh... criminal."

"We heard the war in the sky. Like thunder with no storm. We remember your face, from the post office in the city. The old Wanted sign on the wall."

Karnage smacked his lips disdainfully. "Old?"

"I know who you are, pirate."

On his back, Karnage blinked at the ceiling, then at his hands in front of his face, studying them like he was surprised they were his. "That makes _one_ of us, no?" Groaning loudly, his let his right hand fall over his eyes. Among everything else, his throat burned fiercely, and he sucked in air sharply over his tongue in attempt to sooth it. "Everything... hurts."

"The desert was not kind to you," she told him. "You have a high fever from infection. Also, you were bitten by the Black Nightmare snake. Its venom is painful, and makes you see things and people that aren't there." She left the desk and approached the cell, slowly; not timidly, rather, observantly. "How old is your son?" she asked.

"I need water―" Karnage's hand swept off his face, his head lifted from the floor, and he peered down at her. " _What_ son?"

She was puzzled by his response. "This 'boy' you speak out to?"

When he realized what she meant, he cursed under his breath and the back of his head dropped against the floor again. "Not a son. Not anything. Not even a boy anymore. Why am I telling _you_ this. Who locked me in here?"

"I did." She seemed to stand a little taller as she said that.

" _You_ did." He rolled to his side and eyed her up and down; she wore a plain white blouse, an apron, and a long, red and white checkered skirt; her clothes were dirty and disheveled, telltale signs of a long and trying day. "Forget to wear your badge today?"

Actually shocking to Karnage, she gave him such a reproachful look that he somehow felt ashamed, and he wasn't even sure why. "He helped save your life," she said, calmly but near tears. Karnage could gather that she was referring to the sheriff. He looked away from her.

"Look, woman... just let me talk to the idiot in charge of this flea market."

"We buried him yesterday." She turned her back to him. There was a slight stagger to her step, a permeating weariness revealing an overwhelming burden, the second-to-last proverbial straw that broke the camel's back. "There is no one, now. They look to me, but..."

He was looking to her right now, too... puzzled. And with slightly doubled vision. "Why you?"

It would be weeks before he fully gathered the answer to that question. She was a widow, some ten years prior, to a good man who died for the justice and mercy he believed in. She never took up his badge or gun, but she carried his voice, and a passionate conviction for doing what was good. The town heard her when she spoke, and now, with no sheriff to protect them or mayor to lead them, she was, by unspoken agreement, the closest thing they had to either. Karnage would not know it at the time, but it was her voice that saved him from hanging from that tree, against a landslide vote by the townspeople to let him die there as bandits dictated, rather than more innocent people die when the bandits returned.

That night, however, she kept all that to herself, and answered him with silence. In fact, the question seemed to repulse her, and she swiftly stepped to the cell bars, double-checked that the door was locked securely, and began to put out the oil lamps. She was leaving.

"Wait, water," rasped Karnage. There was a pitcher and a tin cup on the desk, and had he any moister in his mouth he would have been salivating for it. She was ignoring him, though, and the thought of going through the entire night without a drop to drink suddenly struck him with terror. He covered his mouth this his hands, ducked his head, hiding as if to cast some sort of doubt on who may have spoken the word called out to her: "Please."

It made her pause. Before he put out the last lights, with some reluctance, she poured him water into the tin cup and handed it to him, not helping but to notice how his hands shook as he accepted it, how the mere act of lifting his arm cost more strength than he could give without great effort. He had the cup empty in three gulps.

"What happens next?" he asked her, eyeing the cup upside-down as if more water might be hiding.

"We aren't much fighters, but we are strong in this town. We will stand together and..."

"To _me_ , woman," interjected Karnage, his eyes flashing with a certain annoyance that she didn't know that to begin with. "To me."

"We have yet to decide."

"Decide? Decide what? You think you can _keep_ me in here?"

"I like the way they say it in English," she replied, smiling. _"So far, so good."_

That made Karnage seethe beyond the effects of his fever. "How about _what is going around comes around your back!"_

She blinked, sighed, and corrected him, _"What goes around comes around."_ That made him even more mad, and it seemed to please her a great deal.

With considerable effort, and while muttering curses, Karnage climbed back upon the cot, wincing at the sharp pains that came from every move he made. He saw the woman was about to leave again. Despite how annoyed and frustrated he was, he had, to his chagrin, grown quickly attached to her attention. "El Chihuahua, _ha,_ " he said. "El Pipsqueak is more like it. Why don't you people fight him."

"With what? With who? We're no soldiers here."

"No, you do _good_ , no? So good, that when he comes back, he kills me _and_ you. Let me _out_ of here. You won't fight him, fine. But why should I die with the rest of you?"

"You know what, you are right," she replied. "I should have kept you on the tree. They all told me so. Who is one villain and all his countless crimes compared to our safety? Why should we have saved you and more killing of innocent, our _families,_ damn you. Mothers and fathers, our brothers and sisters, sons and daughters, our friends and neighbors. People we love and cherish. And then there's _you,_ a selfish _monster_. I pity you, you know that? _We_ love and are loved. But you, no. You know nothing of it. You are a shame."

Don Karnage, in all outward arrogance, turned his nose up at her, but hearing those words from that voice, from that face...

It was like a spell had been cast on him, and for a moment he was helpless in it. Memories, long memories, repressed and lost in the fervor of his gained infamy, had flooded his conscious; it was not so much the individual names and instances, but the feelings. Heartbreak, loss, desire, contempt. And fear. To love and be loved...? This lady had no idea.

"I... I am no monster," he replied weakly and flustered.

"We chose mercy because without it, we are no better than the evil men who threaten us."

Inwardly, Karnage was still reeling, trying to wring the emotions out of his mind. Wait... what she just said. Was that some sort of lecture? When he looked at her, she was standing there like waiting for some reply, some reaction. It lent him just enough indignation to focus back on being top contender for that all-important golden award: the last word.

"Bullets or mercy," he scoffed. "See which one helps against El Pipsqueak."

He felt like he had scored some sort of victory, because she didn't have a reply to that. At least not right away. For a moment, she sat on the edge of the desk, head bowed. When she looked back up at him, she was quiet, studious. A mathematician might give a similar look to a perplexing equation. Karnage was taken aback by it, because he felt like she was unraveling him in her mind, and not in a way that flattered him.

"You've had many awful dreams since we found you," she said, at length. "There is a reason the snake is called the Black Nightmare. You cried of many things, of being trapped. Darkness. Screams. Pain and fear all around you. And fire. You were running from the fire, crying out for the light. _Begging_ for the light." She gathered the water pitcher in her hands, and stepped to the cell bars. "What were you thinking then about mercy, I wonder."

She left the pitcher on the floor by the bars. As she departed, her prisoner was speechless. She left one lamp on. Before she walked out the door, she stopped, hesitated, turned to him and said, "Not many get to escape hell, Don Karnage. Heaven is not done with you."

* * *

To tell the tale of Don Karnage's convalesce in the Polvo Pueblo would take a lengthy story unto itself, thus for now it becomes necessary that all the daily intricacies and details largely be left to the imagination. In summary, Maria came back to the jail every day. She saw to the prisoner's provisions and well-being, but was from then on usually accompanied by other villagers.

Karnage, meanwhile, was vexed; he did not like that little remark about heaven one bit. He stewed for days for some pithy, smart-ass comeback that would make her feel ridiculous for saying it, but that never occurred. The townspeople frequently gawked at him through the windows and door, usually annoying children, but everyone, it would seem, came around at least once or twice to visit the pirate exhibit at the local zoo. Not that he allowed himself to be resigned to it, mind you. For instance, on one scandalous occasion, an elderly lady, someone's dear old _abuela_ , got mooned for her prying eyes. To that end, that stunt backfired, because she came around prying a lot more often after that... with all the other _abuelas_.

What was driving Karnage mad was trying to stand and walk without staggering; the fever had a number of complications: dizziness, cramps, and the like; he was getting acclimated to the pain from the bullet wounds. At times when he was certain no one was looking, he would force himself to his feet and pace around the cell, cursing at every unintentional dip in the knee, every time he had to catch himself against the wall, and every time the floor seemed to slant before his eyes.

The one good thing, at least, was that his former puny protege hadn't come back recently for any uninvited visits. He was getting his mind back, and, albeit way too slowly, he was getting his strength back. This he was looking forward to, and his _plan_.

He had to act on this plan soon. El Chihuahua's return was fast coming, and he was adamant he was not going to sit in his cell to be shot like fishes in a monkey's barrel. So, before that could happen, once he felt the strength to do so, he would grab Miss Angel-Face through the cell bars, and threaten to break her neck unless they opened the door, take what he needed and whatever he wanted from these weakling villagers, and be on is way. He could do it when she brought him one of this meals...

… which made him hungry to think about. One thing about this dump in the middle of the desert, they could cook, beyond making a mean tortilla. Chicken and beef, rice, corn, avocados, tomatoes, peppers, and lots more, served roasted and stewed in dishes in a number of combinations, seasoned with delicious spices, and... her.

She always brought him his meals. She encouraged him to eat, even if he lost most or all of it later, because the food would make him feel better, like she was interested in his well being. She brought him clean sheets, towels, and water. She swept the floor and kept the lights on. She retorted to his snide remarks made in pride and defiance. She had taken this responsibility all to herself, he recognized, to watch over him. This made him angry; who did she think she was, anyway, to impose herself as the caretaker of the prince of pirates? What really made Karnage's teeth grind was that she was doing all out of a sense of duty to to the right thing. With bandits coming around doing whatever they pleased, slaughtering whomever they pleased, what was _wrong_ with these pants-wetting pushovers?

There was another thing the woman did every day... her face grew more apprehensive each day nearer to El Chihuahua's promised return. He couldn't help but notice it, she was scared. He told her, several times, to just let him go, to tell the bandits the vultures had picked his bones clean and then picked the bones to dust. However, though he could plainly see the dilemma in her eyes, she wouldn't.

"You are sick," she told him, which was only one of the reasons she gave him daily; the other, no one trusted him not to cause any harm if he was set free. "Too weak to live through the desert."

The answer made him furious. Yes, he was still feeling the effects of his infirmities, but he wanted to take his chances. "Crazy woman! Why waste your time taking care of me if you just let them kill us all?" She gave him no answer to that, but look drawn on her face showed that he had made his point.

He had also gathered one or two things about the bandits; they had long made the village their pit stop as they ran rampant back and forth over the desert, raiding and robbing as they pleased. The village's only interest was its meager farm and livestock supplies, and, more notably, its well, which was the last drop of water found for a hundred miles in any direction.

At a time when that day was nigh, when word spread about campfire smoke being seeing from beyond the sandy hills, Don Karnage decided he was going to make his move. On that one sunrise, he could see the campfire smoke from a little barred window in the back of the cell. The entire village was roused early that day, he could hear the commotion and quiet panic.

It was now or never. He waited impatiently, but with forced calmness, for breakfast. She came in that morning, later than she usually did, with a plate of scrambled eggs, peppers, and a fresh pitcher of water. She was accompanied, as she usually was, by a chubby teenage coyote in a white shirt, who carried with him a stick, holding it menacingly as if to brandish it as a warning. Karnage would have rolled around on the ground laughing at him every day if he had the energy to spend... their big plan for self defense: a fat kid and his stick. Oh, the daydreams he had about taking that stick away and showing them all a thing or two about clobbering.

His eyes were steely as he watched her. Odd, he noticed, that she was trembling, and casting worried, knowing glances to the stick-carrier. This gave Karnage a knot in his stomach that was far from anything he had experienced yet. Had they struck a deal with the bandits? That was an immediate suspicion, because that would have been what _he_ would do if he were in charge of the place, hand the lowlife in the cell over to the killers, gift wrapped with a bow. But not when _he_ was the lowlife in the cell. How dare they! He was about to show them all what Don Karnage does to survive...

She approached the cell; there was a single space between the bars, at the bottom of the cell door, that was wide enough to slide the plate through. She would usually do so, but this time, she never got the chance. Karnage _sprung_ , grabbed her...

She dropped the plate and pitcher, both shattering.

Karnage blinked. He had her by the shoulders. All of his planning, how he would strong arm her by the neck and wrench until they met his demands, was frozen in his grip. Her eyes shown with fear and alarm, _at him_ , and that, he found, confusingly unsettling. His feelings, moving faster than his mind, would not have her harmed, and would not have her scared.

She didn't even stagger backwards when Karnage let go. His hands dropped from the bars, his head drooped against them as well. Neither one of them paid much attention to the kid with the stick, who was panicked but clueless as to what to do as he waved the stick over his sweating head.

"Let me out," Karnage mumbled. "You _must_."

"We are," she said.

"What?"

"We are." She glanced down at their feet, and the mess that was splattered over them. "So much for your last breakfast here. What were you going to do, putting your hands on me?"

Karnage winced at the question. He couldn't bring himself to raise his head. Somehow he felt a thousand miles away from another soul, like there was no one else ever, in the entire world. He wasn't even cognizant of the answer he eventually spoke: "Live."

He was shocked, jolting backwards at her touch, when she put her hand over the top of his wrist. Something he would learn about her was that even when she was apprehensive, when she thought she was wise, she was adamant about it. "You might find, pirate, that is a matter _not_ in your hands. It won't be in ours, either. _Mijo_ , come on, put the stick down and get the key."

The kid, flustered and confused, scurried to comply. Meanwhile, Karnage found another reason to seethe anew. "What is _that_ supposed to mean?" he demanded.

"It means you are right," she said, receiving the cell key and turning the lock. "El Chihuahua will be here by tomorrow. You will die if he find you here alive, and this is not your fight."

Karnage stomped out of the cell, scowling at her, oblivious that he was a free man at that point. "And what _fight_ is that? All you people talk about is letting them do what they want! You fight like a fish flies!"

"What do _you_ know," she said, her voice raised. In the heat of an argument, her apprehensiveness had vanished. "Our last sheriff said the same. He _tried_. We lost eight men that day. Eight good men! All we have now to defend ourselves are farming tools. Oh, maybe spoons and forks, too. All we _can_ do is let him take what he wants and pray no one will die."

"Fighting is not always what you have here," said Karnage, gesturing at his palms; he then gestured at his heart and head, "but _here_."

"Easy for you to say."

"Easy? The boy had me dead!" snarled Karnage. "I said, _no_. When you give up, it ends."

She was taken aback by that, and Karnage groaned at himself, realizing she had no idea of whom exactly 'the boy' was. He sighed and turned away, exasperated at the overall helplessness of these people. "Never mind. You _really_ have no guns here?"

She shook her head, glancing at a drawer in the desk. "Just the one pistol, that's the only thing El Chihuahua hasn't taken." She realized the breadth of her mistake immediately, before her body could even react, before Karnage turned his head quickly and eyed the drawer. She scrambled for it, so did he. The hapless teen yelped at the scene unfolding, his belly jiggling under his shirt as he shook nervously.

Karnage had lost the race, but perhaps not the contest. In the scuffle, he suddenly found himself on the desk with the woman under him, nose to nose... and the muzzle of a pistol pressed under his chin.

Despite the disadvantage of her position, she smirked at him, devilishly. "If you don't think I know how to use this, try something. Something _stupid_."

A seasoned pirate ought to have more appreciation to the fact of someone putting a gun under their chin. But looking at her, his mind when completely, utterly blank. _Something stupid, eh?_ He kissed her. At first, it was something that he just thrust at her mouth, but in a beat was gentle and reciprocated. When their lips parted, slowly, their still noses touched. They were breathless, speechless... until Karnage stood up with a wide grin. In his hand was the pistol, which he jiggled in front of her face.

" _I_ know how to use a few things, too, yes?"

"Oomph, you...!"

He wrenched the gun out of reach when she, surprised and scandalized, tried to grab it. " _Stupid_ things," she huffed.

"Ha! Don't you forget it!" He licked his lips, his smugness radiant. "But, I know you won't." He spied the other trying to tiptoe out of the front door to get help. "Not so fast, fatty," said Karnage, putting an end to the tiptoeing by introducing the kid to the business end of the pistol.

"It's okay, _mijo_ ," said the woman, wiping her mouth on the back of her hand. "He can have the gun. The desert wilderness is... tsk, _hard_ to survive, as he knows. But here, he will not hurt anyone. Isn't that right?"

Karnage frowned at her. What a way to put an infamous, world-renowned dangerous pirate on the spot. It was quite remarkable, however, how little any of that mattered when his stomach growled.

"Yes, well... any more eggs?"

* * *

They sent him off on a horse. A horse! What did he know about riding a horse?

Luckily, or not (time would have to tell), the horse seemed to know where it was going, even if its rider did not. Karnage wore a poncho in lieu of his blue coat, which was left terribly damaged after his escape from the _Iron Vulture_. He had his cutlass at his side, and the pistol tucked in his waistband. The whole town was there to see him off, a quiet, timid bunch. He turned his nose up at the _abuelas_ , who, with sad eyes, seemed to be the most sorry to see him go. As for the rest, they seemed to be interested in the spectacle of Don Karnage riding off into the distance, for whatever that spectacle was worth. They gave him a hat, which was about twelve gallon's worth of _arriba_ , and he felt ridiculous wearing it, but it beat having the sun in his face. Lastly, they gave him a water canteen and some salted beef.

It was his first time getting an actual look at the village, and he was not sorry to never have to see it again. It was such a ramshackle place, hard to tell if the buildings and houses were made out of wood or matchsticks glued together, but either way they looked like they could blow away in a gentle breeze. Some of the buildings were freshly demolished, their remains hardly anything but soot, a calling card of El Chihuahua's last visit. The place sat on an rise at the side of growing mountain slopes, surrounded by red boulders and rocky spires. The center of the town was a plaza of sorts, empty of frills, with a large, old mesquite tree to which Karnage was previously introduced, and a water well. Behind all the buildings were patches of crops and pens of livestock, the latter smelled more than seen. Over his shoulder, he cast a reproachful glare at it all, at the crowd, but really, he was looking for particular one face. She wasn't among them. It angered him that he felt so disappointed. He should have known better.

"I wonder what you will do now," she said, showing up like a ghost in front of his horse. It startled him. She tilted her head at him, waiting for an answer. In the background, beyond the hills, thin fingers of smoke yet remained from the bandits' campfires. He glanced at those, and her, and at the vast desert around them, where he would have surely died if they had not rescued him. An itch on his shoulder prompted him to rub at the bullet wound. It was a well timed excuse to hide his mouth behind his arm. "Come with me," he said softly.

She started at that. "What?"

"What's _here_ for you? We can have the world."

Her look of surprise turned into something Karnage did not expect: disappointment. "You've heard _nothing_ that I've said, have you. Go, leave us alone."

Karnage had no chance to interject before she swatted his horse on the rump; it _neighed_ and went galloping away, with Karnage yelping and holding onto the saddle for dear life. Hooves kicked up dust down the winding trail, until to the villager's view he was a speck on the horizon.

The ride was out of control; Karnage's shouting went from ordering the horse to stop to begging it to at least slow down. His rear bounced ceaselessly against the hard leather of the saddle, some cosmically administered punishment, he didn't doubt. The horse eventually tired, it would seem, and slowed to a trot. Karnage took that opportunity to roll off the saddle, but forgot to let go of the reins. The horse dragged him along without a care.

"No, no!" he pleaded. "Stop! Have some mercy you butt-bruising packing mule! Stop... stooooooop..."

And so it stopped, finally. Karnage let go of the reins and collapsed flat on the ground, groaning. He looked up at the empty sky, blue and clear as a glistening sapphire stone, longing to be up there. But, that led him to think of his airship and everything he had lost. He looked around; the _Iron Vulture_ was out there, somewhere, buried in a sandy grave. He could also see the village from there, just barely. Also, the remnants of the bandits' campfire smoke.

A bunch of sitting ducks, he thought of the village. A bunch of morons. A bunch of... decent people... simple people, scared people, who didn't know any better but to be bullied. He knew those kinds of people well, they were his favorite sort of victims. They were easily scared, easily taken advantage of, no wonder a small time pipsqueak like El Chihuahua kept coming back...

… and coming back very soon, angry that Karnage wasn't still hanging from that tree...

Don Karnage stood up, rubbing his tender backside, squinting at the dissipating fingers of smoke. His left hand absently grasped at the hilt of his cutlass; his right hand took the horse's reins. "Come on," he said, guiding the beast in the direction of the campfires. "We are going to pay someone little a little visit."

* * *

The villagers never saw El Chihuahua's gang approach, although they watched and waited, fearfully. Two days had gone by, and nothing; although, on that third morning, a single speck appeared on the desert trail, slowly coming their way. They gathered and watched, wondering. One man tried to spy out the stranger with a pair of binoculars, but was unable to discern who it was.

"Let _me_ see," said Maria. She took only a moment before she gasped and dropped the binoculars from limp hands. The villagers were alarmed at her reaction at first, sensing she spotted imminent danger, but then they were very much puzzled, because she suddenly lifted the hem of her skirt and ran full sprint down the trail.

She ran beyond exhaustion, collapsing to her knees in front of the horse. It was a different horse, but the same rider. Don Karnage was barely conscious, lying against the horse limply. His poncho and hat were gone, as was much of his left ear. He was bloody almost everywhere, hard to tell where his ended and others began. In his right hand, he grasped his cutlass tightly, its blade smeared crimson.

She got the horse to stop, and reached up at its passenger. Karnage just rolled off its back; she caught him haphazardly and propped his back up against her knee. "My God! Who did this to you?"

Karnage coughed. His voice was so weak it was barely audible, his breathing hard and ragged. "Who else? Your _charming_ friends."

"El Chihuahua?"

"Won't be back."

"You didn't have to ― it's _not_ what I thought you would ― what... what did you _do?_ "

Karnage spat, then closed his eyes and swallowed. He was sneering. "The right thing." His eyes rolled up to look at her. "Don't you _ever_ let me do it again."

* * *

 _And now..._

Karnage cocked his ear to the sound of Morse code beeping from Valentine's station. It was on schedule, and that was a comfort.

"Well?" he asked.

"Everything a-okay," said Valentine, raising a thumbs-up.

Around halfway across the globe, it was the middle of the day in Polvo Pueblo, and one of his guys was checking in. He had not long left that little speck of a place as helpless as he found it. As soon as he had the funding, he had made some special deliveries to the village, kept a small group of tough guys there, and installed a radiotelegraph to contact him at any time for an emergency. They checked in daily. He also supplied the town a stash of guns, should another bandit gang like El Chihuahua's rear their heads, then it was time to pass out the _pistolas_.

Before he left to pursue raising his airship again, he made it a point to teach her how to shoot. She argued that it was pointless, but it was his insistence. He wasn't much of a marksman (he'd never admit it), and was generally dissuaded in using a firearm himself ― _nothing_ beat the flash and flair of a curved blade ― but he believed in their handiness. So, he set a tin can of peas on a fence, led her twenty paces away, put a pistol in her hand, stood behind her and raised her arm straight, guiding her in the right posture, his chin on her shoulder, a hand not-so-inconspicuously on her hip, telling her in soft tones not to be too hard on herself if she missed a lot.

She hit the can on the first shot, and coolly blew the smoke from the barrel.

After all, she _did_ try to tell him that teaching her was pointless.

The villages, though, were too docile for guns, she said. Not everyone was cut out to be a pirate like him. But a little pirate never hurt anyone, he explained. A pirate never lived under anyone's thumbnails.

 _Thumb_ , she corrected.

Anyway. He left them with two instructions if big trouble came around: fight them off with everything you have, and notify him immediately. The _Iron Vulture_ would be their monster to summon. What he didn't tell them, the news he dreaded each time he heard that telegraph begin to sound, was that it would all be too little, too late, if the next invading bandit went by the name of Cloudkicker.

* * *

"Company secrets, doll," Ace London said of Molly's inquiry into the large storage tanks and gas masks. "You can watch it all from a front row seat from the bridge if ya want."

"I'll have a better seat than that," said Molly. "I'll be with Baloo.

Ace smacked his lips. "Oh. Yeah, about that. No ya won't." Shrugging, he explained, "Call it a little collateral for the plane. Otherwise, Baloo might be tempted to _skeedaddle_. Tsk! We wouldn't want that."

 _Skeedaddle_ , Baloo thought, was exactly the idea. This was not good news.

"Karnage'll make good on his part of the bargain. All ya gotta do, Baloo-ey boy, is fly and not get shot down. And don't ya worry. Ace London will be there right beside ya the whole way. Hey, keep an eye on me and ya might still learn a thing or two."

 _What a fat-headed, big-mouthed..._ was Baloo thinking, but then a particular fog suddenly parted in his mind. He _knew_ that fat head and big mouth. "Ace London. You owe me a tenner from the bet on Dolly's Llama Derby!"

"Twenty one years ago," muttered Ace. "Put it on my tab."

Their bodies rocked when the _Iron Vulture_ dropped altitude in a sudden but controlled descent. This event had raised an excited murmur among the crew. Molly clasped onto Baloo's shoulder for steadiness. "What's going on?" she asked.

Daring Dan Dawson approached, fingers interlaced and arms stretched long in front of him as he cracked his knuckles, then jerked this thumb toward the three planes lined up at the _Vulture_ 's prow. "We're up," he said.


	6. Chapter 6

**Chapter 6**

Molly watched the three planes take off, Dan's first, the one on the right. It sped away almost as soon as the propellers started spinning. Ace London's plane, to the left, waited for the one in the middle. Molly wondered if Baloo would ever really take off. She wouldn't blame him if he didn't. He hadn't even said a word to her as he climbed inside the cockpit. But, he took off, following Dan's plane, and Ace left last.

Earlier, Don Karnage had declared her presence among them to be _nothing to worry about_ , and she didn't know if she should take offense to that or not. She wasn't there because she wanted to be, to be sure, but she didn't feel held against her will, either. She had not personally seen him since the day she and her mother were kidnapped and taken to Pirate Island, way back when they had first met Baloo and Kit, but now, in the strangeness and ironies of how events transpired and affected individuals, they seemed to have an awkward, unsaid understanding of coexistence between them.

She was flanked by drably dressed pilots who were unarmed and unassuming as far as means of intimidation went, but that they made it a point to stand so close to her at that moment made her pretty sure they were meant as guards, to keep her at a certain distance so that she could not run to Baloo's plane. Although, he seemed so mad at her that she couldn't help but wonder if he would just fly off anyway, fly away from the _Iron Vulture_ and this task Karnage wanted him to do. _He probably thinks it would serve me right to leave me here. I argued for Karnage's side over Kit's. But he doesn't understand. No matter how many times anyone tries to describe it to him ― he doesn't believe it._

The three pairs of wings were soon faded in the dark horizon. The moment of their departure, movement began in the hangar. The pilots surrounding her dispersed to their own business as soon as the planes cleared, many teaming around the several cranes and winches in the hangar. Engines powering the heavy equipment were turned on, drowning the air in a mechanical purr. Some mechanics bumped into her on their way to and fro, and she was utterly out of place. One thing in common she saw about the rag-tag crew and their doings, they were almost all putting on gas masks. Horrified, it reminded her of old photographs of soldiers from the Great War donning the same in the trenches, and the horror stories of chemical agents being used. The two massive holding tanks in the front of the hangar suddenly seemed more dangerous than she imagined. She suddenly ducked when the hook of a crane suddenly swung over hear head.

"Yoo-hoo, sweetheart," said, from over her shoulder, the recognizable voice of one of her (technically speaking) kidnappers. "Youse oughtta find somewheres to relax. It's gonna get busy down here."

 _Youse_ , shuddered Molly. She turned and met Felix and Joey, both of them holding onto gas masks of their own. "Those tanks," she said, "you're going to _gas_ whoever you're about to rob. They'll _die_."

Felix knitted his brow, genuinely perplexed at her alarm. "Die? Ah, 'cause everyone an' the masks, right? Nah, see ― Joey here had beans for lunch. It's an _emergency_." While the fox and ox shared a robust laugh at that, Molly's face was stern. "Aw, ain't nothin', muffin," said Felix. "Pretty sure the Red Wolf could just blast 'em off the map if he wanted, but that ain't how we play. Relax, huh? C'mon, I'll walk ya's upstairs, before ya's get run over down here."

If one thing, Molly believed, she saw no killer in the fox's almost childish countenance, nor in the others she saw. "I'll find my own way, thanks," she said. She found a stair at the side of the hangar that went up to a catwalk. There she climbed and watched for a while the crew at their work, positioning the cranes ready to move about some presumably some very heavy pieces of plunder.

She saw the fourteen-year-old girl, Marty, skipping from an corridor that, from its position high and in front of the airship, had to lead to the bridge. Caught in a moment of childish abandon, Marty was startled when she noticed Molly watching her, and resumed a cool swagger of a walk as she brushed by. "Hey," said the young lady.

"Hi," replied Molly, grimacing at the gas mask in the kid's hand. Marty seemed to pick up on her thoughts and held the gas mask proudly against her chest. "Can't chat, princess. So much to rob, so little time."

"I see," muttered Molly, and watched after the girl, who did not not get far before she hurried excitedly across the catwalk and down the stairs; it reminded Molly of a kid running to the presents under the tree on a Christmas morning. Then she noticed a seeming glow coming form the corridor Marty just exited, and explored.

She had never seen the inside of the _Iron Vulture_ , but the bridge looked nothing like she had imagined it would. She was expecting something of an older fashion, something fitting of the vessel's age. It was more like a space ship.

The sides of the bridge were lined with stainless steel chassis, flashing lights over a multitude of buttons and mechanical diagrams, clock-like gauges, electrical conduits countless wires weaving into the ceiling and floor, dials and levers, and radar screens, bright green, sweeping in conical and circular rotations. Alerts began beeping as she quietly entered, vague shapes flashing on radar.

A lanky poodle helmsman in a drab coat stood at the polished wooden wheel, one fixture yet unchanged through the years. In front of him, Don Karnage stood stoically at the giant eye-shaped window of his metal beast, watching the cloud-laden horizon. Moonlight revealed spiring, snowy mountain peaks reaching up through the vast silver mist. Behind the helm, a pint-sized fennec fox in a red flannel shirt sat at a station with a radio that towered over him, a microphone on a gooseneck stand, and headphones plugged in his ears.

"We're in range," said Van Petz, the hulking white-furred bear with the welding goggles over his brow. To Molly, he like looked something between a rocket scientist ― a _mad_ rocket scientist ― and greasy engine mechanic. Next to an ominously large electrical switch tied into a board with dozens of coils and wires, he was staring at a black and white television-like screen that was a ring of circles like a bullseye, and a blip began go flash on its top side.

Don Karnage only deigned to lift his hand to his side and snap his finger in the bear's general direction. "Do it," he said.

Van Petz _cracked_ his golfball-sized knuckles, the sound like muffled gunfire, and put his right paw on the switch. He lowered it slowly, as if savoring the motion, until it was halfway down, then slammed it the rest of the way. It spat out a flurry of sparks, and every light on the _Vulture_ flickered, with a great buzzing noise reverberating through the iron corridors. Molly could feel her fur tingle and stand on end. She saw Karnage scratch a tickle on his neck, obviously feeling the same sensation.

"I _love_ the smell of voltage in evening," said the white bear, taking in a huge sniff.

As the lights came back on at full power, the radar screens on the bridge burst into images of scrambled static. The fennec swiped his headphones off in a hurry. "Ahh," he winced, cupping his sizable ears. "I think it worked. Radio's nothin' but noise on every frequency."

"Oh, it _worked_ ," said Van Petz, as he paced a full circle around the bridge, eyeing in quick order all of the various lights and gauges as if they spoke to him in a fast and silent language. Bursts of static electricity flickered in his hair has he ran his hand over his head. His face twitched until it was a grin. "They're deaf and they're blind."

"And so are we," added the fennec.

Karnage had said nothing; he only dug a watch out of his pocket, checked it, and and sighed.

 _Deaf and blind_ , thought Molly apprehensively. It didn't sound very advantageous for a heavy iron airship navigating in the dark. She stole close to the white bear, gathering a bit of courage to speak to him. "Excuse me?"

He snorted, having not noticed her in the room. But when he realized who it was, he straightened his back and gave her his best sly, cool grin, cocking an eyebrow and clicking his tongue. Apparently he liked what he saw. "Hey, baby," he said, winking. "Caught ya earlier back at base. Come lookin' for me, huh?"

"Not exactly," said Molly, recoiling. "I was watching. What did you just do?"

"Just do? Ha! I only _just_ jammed every radio, radar, and telephone wire signal from here to Hungi Kungi," he boasted, chest puffed. Then he leaned down as if to tell her a secret. "It's whatcha call some high-tech thievin', y'see."

"Ri-ight," nodded Molly. "Won't they notice that someone's interfering with their devices?"

"Oh! I'd say they're noticin' right now. In a few minutes, they'll be noticin' three planes buzzin' their tower. Too bad for them they can't call for help."

"Did _you_ put this all together?"

"Well. Don't mean to _brag_ , but..." Pretending like he was stretching, he locked his fingers behind his head and flexed his biceps to the size of beach balls. "I'm a genius."

"I see. Um, excuse me."

"Sure. You'll be back to see more."

Molly could practically feel him watching her backside and she couldn't walk away fast enough, but at a quick glance over her shoulder, nope, he was admiring his own biceps. She dared to approached the front of the bridge, where Karnage stood at the window. He snorted at her. "Who let _you_ in here?"

"Well, technically, you did," she shrugged. "Not even a 'Keep Out' sign."

"Don't forget, I have _lots_ of parachutes. You could always borrow one."

Molly needed a moment to processes that threat, not because it was the least bit misunderstood, but because it was so mild. Almost too mild to be true, considering whom it was coming from.

"The last time I was in the same room with you, I was six years old and you put me and my mom in front of a firing squad, with Baloo. You were going to kill us all in cold blood. That was only shortly before you almost vaporized all of us with a lighting gun. Now I'm walking around your ship like I'm visiting someone's house. These people working for you, by and large, they're not pirates. I don't see the greed in them, or the menace. I'm almost inclined to believe you _have_ changed."

"Ask me if I care _what_ your batty brain believes."

"I also believe you're not doing it alone."

Karnage gave her a scowling, sidelong look. "Perhaps you did not hear me the _first_ time. Still not caring."

"I don't know what the before picture looked like, but I take it you've done some renovating in this room. I'm not sure even the military has an outfit like this."

"Stolen," said Karnage. "Sometimes you steal the bike, sometimes you steal all the nice bell-and-whistley thingies."

"Really," muttered Molly. "I suppose you stole all of those Thembrian planes, too?"

The wolf polished the back of his claws over his breast. "I have my ways."

"That's interesting, since no one can hardly smuggle a snowflake out of Thembria without them scrambling every soldier, tank, and plane in the country. But you went there, stole a couple hundred planes, and got away with it? Hard to believe."

"So, it was a fire sale," said Karnage. "I _fired_ , they sold."

"Somehow I think if you tried to intimidate them, they would've fought you tusk and nail," said Molly. "Plus, your base, that dome. It's easily the largest dome in the world, and it _opens_. Plus all the stuff on it that hides it all perfectly. _Plus_ that little lake inside that was cut out from the river. This is serious architecture and engineering. It takes a lot of machinery, a lot of brains, and even more _money_ to put it all together."

At that, Karnage walked away, to check ― _something_ ― on one of the consoles, pretending to be quite studious in his assessment of the numbers reading on a particular gauge. To his chagrin, Molly followed at his heels. "H'okay, it turns out smart, rich people _like_ what they see, _si?_ What can I do, blame them?"

"Then you _do_ have private donors?"

"How would you like me to donate your caboose behind bars?"

The temper on the wolf's face was graver than his words, angry features brandishing weathered signs of the dangerous pirate of the years gone by. Molly took a step back, knowing she had pushed her luck. She turned and left the room without a word, ignoring Van Petz and his flexing, tongue-clicking attempts to grab her attention. With a disappointed groan, his mighty, statuesque pose deflated when she was out of sight, but quickly stiffened back in place when she poked her head through the entry.

"Hey, baby," he smirked. "Knew ya'd come back. What can I do for ya, as if a _genius_ don't already know?"

"Is there a way for me to know that Baloo's okay?" she asked.

The white bear grimaced. She wasn't paying attention to any of the good parts at all. He sighed and slouched, and gestured at the front window. "See any fireballs streakin' across the sky?"

"No."

"Then he's doin' great."

* * *

Baloo jumped in his seat when the plane's radio started making a horrible screeching noise. He swatted at the knobs to lower the volume, and when that didn't immediately work, a fist did. Ace had warned him beforehand that radio chatter would soon be out, whilst he was being so kind as to give him instructions on what to do once it happened: _follow our lead and play along._

Dan and Ace's planes were up ahead, Baloo trailing in the last point of a V-shape formation. Lamps on their wings projected a conical glow through the falling mist, over rolling forested terrain. Above, the sky was hidden behind black overcast, a spot of silver glow over their heads that was the moon. Baloo followed the rise and fall of the terrain numbly. It seemed to him that every hour since leaving that island was more surreal than the one before. He had asked himself what he was doing, why he was doing it. His brain, however, was not in the mood to tell him. Why not turn now and fly away? Dan and Ace would never catch him. Of course there was Molly being left on that pirate ship... but she was smart, he reckoned, and not apparently in any great danger by the looks of things. In his gut, he knew it wasn't her her keeping him in line with these yahoos.

He thought about Don Karnage, and why on earth he should trust that that no-good crook to keep his word about anything. Perhaps it was that singular time they shook hands after a fiasco that left them glued together and working at a team, and he took away from that there being at least a _shred_ of decency in the pirate. That episode seemed like a dream now that he recalled it, a fact that made him grit his teeth in frustration. _This_ should be the dream, he thought, the nightmare to wake up from. It was all backwards.

Even in cockpit that was foreign to him, the seat to his right was an eyesore for being empty. He wanted the _Sea Duck_. He wanted Kit in the navigator's seat. The thought of it never happening again made his heart feel like a mass of heavy lead weighing down his chest.

That was the why, he realized. Some instinct that even he could not make sense out, that somehow, some way, he was doing the right thing ― for Kit.

 _I know yer out there, Lil' Britches. Papa Bear's comin'._

The two planes ahead, having followed a winding valley for a time, turned left and began an upward climb, skimming the conifer treetops up the side of a mountain range. Baloo followed. The trees soon thinned and at the very top was a snow dusted, broad, spanning ridgeline. Crossing over the peak, Dan and Ace revved their planes and took off down the slope at full charge, kicking up powdery snow and then bending treetops in their wake. Baloo blinked at what lie in the valley ahead. It was a large, sprawling facility, the center of a web of railroad tracks, an airfield and a grid of warehouses, hangars, and chimney-topped factories, all set aglow in a cluster of beige lights. A giant radar dish over the airfield spun in fast circles, and planes began to scramble from the runway just as soon as the three intruders were spotted. Not by any coincidence, Baloo thought; when the radios went out, the guards were probably on alert for something fishy to happen, and Dan and Ace had every light on their planes on as they approached; they _wanted_ to be seen coming. Daring Dan even went the extra measure by releasing colored smoke from his wingtips, green and white. Ace London sped over the runway, just as the responding security forces were taxing for takeoff, and let them know he meant business by strafing the edge of the runway with the machine guns under his wings, before buzzing the control tower close enough to stick his tongue out and lick the windows.

It all happened so fast that Baloo felt dizzy trying to keep up. Beams of a dozen searchlights sprang up from the ground, attack planes scurried from the tarmac and zipped off the runway in short order, and flak from anti-aircraft cannons began exploding all around him. Where the flak wasn't exploding in big black puffs, tracer fire from the defending aircraft lit the misty air with frantic streams of speeding, red-hot bullets, shooting at everything and anything they saw or didn't see. Baloo suddenly found himself in a war zone.

He yelped when a barrage of bullets ripped through the nose of his plane. "Forget this, I'm out!" He made a hard, rolling jink to the right and leveled just above the facility, speeding down a long alley between warehouses. Tracer fire spat over his head, they were on his tail. He had no time to think or plan, and had only one thought: _Lose 'em!_ He sat forward, intensely, gritting his teeth. "All right, let's see what this rust-bucket can do."

He turned a sharp, gut-crunching left between two smokestacks of a factory building, then a right between two more smokestacks on the building adjacent. The planes behind him, trying not to crash into the chimneys, faltered in pursuit and scattered from each other. As they were falling back into a pursuit formation, Baloo looked back for a quick out: there for four of them, small, nimble fighters with thin fuselages and forward-swept wings, black with orange "MC" insignia on their tails.

He took to over the woods, skimming the treetops. To his left he saw Ace London in a similar predicament, jinking, rolling and leading on a pursuit of five planes firing madly to just get at least one bullet on target, and to his right was Daring Dan and his streams of green and white smoke trailing from his wingtips, likewise with _six_ attackers following his smoke trails like cats chasing after a pulled string.

What ensued was of sorts an aerial kindergarten ballet recital, in that none of the participants were rehearsed or choreographed, but there was sure a lot of twirling around on the stage, as if anything else mattered. Ace and Dan twirled away on opposite sides, their pursuers twirling away with them, and Baloo found a railroad track meandering between a wall of trees that he ducked inside of. Five still followed; Baloo screamed and ducked his head when several bullets cracked through the rear of the fuselage, and so many more sparked off the train rails.

Whisking through a right bend of the tracks, he heard the buzz of the left wingtip clipping pine needles from the trees, a stark reminder that he had about zero inches to work with.

Up ahead, the tracks bent to the right, and Baloo was going too fast to follow the turn. He gripped the yoke hard and braced himself for a good old fashion loop, when the crescent moon caught his eye, dead ahead, between two large pines. The gap between the wall of trees was _just_ enough to fly through ― if his plane didn't have a wingspan. The idea came to him at once, and he couldn't help but smirked devilishly. Who worried about wingspans when you knew how to fly?

He eased the throttle back, letting the pursuers get in closer, until he could hear the drumming of their propellers; and whilst they were no doubt lining up for a clear shot at a seemingly slowing, tiring target, Baloo made his move: a turn of the yoke until the plane rolled a hard right so that the wings were vertically straight, full throttle, planting his foot on the left rudder pedal, and aiming for the moon.

The branches waved after him as he zipped between the two pine spires. He veered to the left and looked back through the side window, where a huge plume of pine needles exploding in the mist told that his pursuers didn't have quite as much luck. Where where once was five chasing him, there were now none.

"Ha! Yeah!" he chuckled. "If ya can't fly, don't mess with the ea― _eow!"_ The planes of Daring Dan and Ace London suddenly whisked in front of him, passing left and right from from opposite sides, behind each of them their own entourage of bullet-spraying pursuers. As soon as they passed each other, they rolled away tightly, and the line of fire from their pursuers was suddenly shooting at each other. Baloo quickly jinked upward to avoid the planes and their swaths of gunfire; when he looked again, the black guard planes were shot up, smoking, and several parachutes all at once sprang to bloom over the forest, their swaying pilots shouting blame and shaking angry fists at each other.

"Phew," breathed Baloo, then, "Yikes!" when yet another string of bullets punched three holes through the bottom of the cockpit, shaving a strand of fur from his thigh. He wasn't out of the woods yet, metaphorically or otherwise. Out of all the chaos, three black planes survived, and each singled out one invader. Baloo took a quick look around to see his options, and just as soon a small red light began blinking on the console behind the yoke; it spelled out _low fuel,_ and likewise the needle on the fuel gauge was dwindling to the far left. To lose gas so fast, Baloo knew, one of the shooting planes must have cut a line in the system. He saw that Dan and Ace turned together and went off on the same course; not having the means to hear or talk on the radio, he only assumed they had some sort of plan, and decided to follow.

The trio of them, leading, jinked over the treetops, weaving around each other, and the trio trailing found it impossible to land a lucky shot on their tails, and not for a lack of trying. Once over the top of a hill, the airfield and factories were in sight again. _Great guava!_ thought Baloo, as a cold chill ran down his spine. The sight of the _Iron Vulture_ hovering over the facility, its searchlight beams sweeping in the dark a scene of smoke and destruction below, brought back sudden memory of the night Don Karnage took a lightning gun to Cape Suzette.

 _Sky Wolf_ and _Big Kazoo_ , flanking the _Vulture_ on either side, launched a salvo of rockets ― at what Baloo thought was aimed straight for his face. He cried out and pulled up on the yoke as hard as he had ever steered a plane before. There were several immense _pop POP pop POP_ noises, and the dark, misty air suddenly lit up in a brilliant golden glow, and streams of fizzling fire spit in all directions, not unlike fireworks. When Baloo leveled his plane and was certain he was in one piece ― and not being shot at anymore, from a plane _or_ zeppelin ― he saw that the three remaining pursuing attack planes were retreating, unscathed but in great haste. The airships had made their pilots think twice about their odds and drove them away. Darning Dan celebrated in a long barrel roll, the smoke on his wingtips weaving around like a green and white rope.

Baloo wiped sweat from his brow and sighed. The little red warning light on his dashboard was becoming glaring, he had to land, but that was a far second thought in mind compared to his worry about what he had just done. It was with some courage that he looked down at the facility below, to see what Karnage had done to the place. A second, long look found him puzzled.

The smoke he thought he saw, though it permeated the entire facility, was actually more like a low-lying fog, and had a faint blue hue. The _Vulture_ and its escorts all had winches lowered, and were dropped inside where several warehouses had their roofs ripped open. Steadily, they raised to the airships great metallic cargo crates, each about as big as the _Sea Duck_. And while there were henchmen in gas masked moving around and busy at the task of raising the cargo, there was no fighting, no resistance.

Daring Dan and Ace London landed their planes atop of the _Iron Vulture_ 's deck, and Baloo, with little other choice, did the same. One at a time, they stopped on and descended down the lift near the aft that went from the top deck to the hangar below. Baloo was the last. Once he and his plane were inside, snug next to Dan and Ace's, there was immediately no room left for him to move the plane; the hangar was full of those cargo crates, twenty of them in all. Each of them had heavy steel locking mechanisms barring the doors on the ends.

His head was dizzy as he opened the door and slid out of the cockpit; Dan and Ace were already giving each other high-fives, while his knees were wobbly and he held on to the side of the plane for support. "What did I just help Karny _do_..." he mumbled.

"Baloo! You're okay!" Molly rushed from around the corner of one of the big crates and wrapped her arms around him. After a squeeze, she smiled up at him. "I saw some of what happened. You were _fantastic_."

"Ahem," coughed Ace London and Daring Dan together.

"And yes, you two were very good too," drawled Molly.

"Oh, but Baloo got graded _fantastic_ ," snorted Ace, as he and Dan laughed. "Lookit teacher's pet over here."

Her compliment, however, was lost on Baloo, who only frowned. "What _happened_ down there?"

"Remember seeing those big containers by the front?" explained Molly. "They used a sleeping gas. Put the entire base out. Then they went down with gas masks and had the whole place to themselves without a fight. They actually kept their word. No one down there was harmed."

"Really?" Baloo sighed like a weight had been lifted from him. Then he began looking at the several crates that had been stolen, their only markings being orange stenciled arrows and block letters on the sides, reading: _This way up_ and _Property of Miniversal Corp._ "What's inside?" he asked.

"I don't know," said Molly.

Unseen by them, an accented voice giddily shouted over the maze of clutter in the hangar. "Hurry! Get these tin boxes open so I can peek with my own peepers!" ordered Don Karnage.

Countless crew took crowbars to the locked doors of the crates. Baloo, however, turned his attention from them and instead began to follow Karnage's voice, brushing by Molly. "Know what, I don't even care," he said. He took off with an air of confrontation that made Molly start.

"Baloo, wait a minute!" she hissed.

Rounding a couple crates, Baloo found Karnage, and approached him with his shoulders squared. "Hey!"

Karnage, walking around with a bounce in his heels and practically salivating to see which crate would get opened first, had his grin turned to a sneer as he regarded the pilot. "Who do you think you are _hey-ing_ around here?"

"We made a deal," said Baloo. "I helped you out, you get me to Kit. So?"

"Later," said Karnage.

"No, now," insisted Baloo.

"I said, _later_."

"An' I say now. C'mon, _surprise_ me, pal. Be honest about somethin' for once."

"You know, Baloo, having the _joy_ of seeing your meat-headed mug again reminds me of all the reasons I liked to _shoot bullets_ at you _._ " Karnage raised his hands and formed his thumb and forefingers in a box shape, as if framing Baloo's picture. "Look at it! It's like a _piñata_ , you just want to hit with a stick again and again _and again!_ " Then he threw his arms down, straight and stiff and fists clenched. "I am going to tell you _exactly_ where he is, and I am going to give you the _plane_ to get there. I said it, I do it. Now, you do _your_ part."

Baloo cocked his head back skeptically. "Thought I just did...?"

"The bomb," said Karnage.

"What bomb?"

At that point, Molly, who was unsure if Baloo even knew she was next to him, interjected. "Whoa, we didn't make any deal on that."

"You don't _have_ to," said Karnage, smirking knowingly. "You will do it anyway. You good guy types, always doing the right thing, no?"

Baloo and Molly exchanged uncertain glances. "No. Crossing Kit like that ― _no_ ," said Molly. "I'd be terrified to see how that might push him. It's out of our hands."

"And needs to be out of _his_ hands," Karnage said pointedly.

"And into yours?"

"Bah! To the bottom of the ocean, for all I care," scowled Karnage. To Baloo, he said, "When you talk to him, you must find out where he is keeping his little _boom-boom_. The bomb, Baloo. It is _everything_. They are _all_ afraid of him for it. As long as he has it, he cannot be stopped. Even if I could do nothing else, if he has no more bomb, he has no more... erhm..." Karnage looked away and snapped his fingers repeatedly, inwardly searching for the right word. "De... ordorant... de... tacos sense..."

"Deterrence," sighed Molly.

"Exactly what I'm saying! _You_ need to find where he has it, and I will take care of the rest. Find a way to ask about it. Be interested! Ask to see it. Make him tr _rr_ ust you. Lie to him, hug him, sing to him ― I don't care ― _any_ way you can get him to talk about it." Then back to Molly, he said, "You, girl, the boy seems to still _like_ you, for some reason. Help this bungling bear not to be so _bungable_. Then, when you know, you tell me when you come back." Turning back to the giant crates, where the nearest one was on the verge of breaking open, he rubbed his hands together slowly. "At last, that is _all_ I will need to know, to finish this."

"You knock that off," snapped Baloo, having been taken aback by the wolf's bold insistence. "Yer makin' all these plans for me to do like ya think I'd actually _do_ it. Come back? Who d'ya think am I, yer spy? Ya think I'd tell _you_ anything? What makes you even think I'd come back here at all?"

Don Karnage swayed on his heels for a moment, hands folded behind his back, watching the lock on the crate finally being pried open by two burly crewmen and their crowbars. For all his previous excitement, however, his stare was vacant. "When you know him," he said gravely, "you will _crawl_ back to me."

Baloo's back stiffened with a shudder, oblivious to the air of excitement breathing in the _Iron Vulture_ 's hangar as the first crate was forced open; once the ends were taken care of, the side serving as the front was broken from its hinges and allowed to fall down.

Molly gasped. Karnage cackled. The crew cheered. Baloo ogled into ten pairs of round, light bulb-like eyes that seemed to ogle right back at him. The vacant, cold, metal faces seemed... familiar.

Molly put it all together immediately, remembering that day, when she was a young child, when one of these walking, monotonous-talking constructs marched down the dock of Higher for Hire and raced Baloo around the world. She thought of the vast fleet of small Thembrian Thunderyaks hidden in Karnage's base, and Daring Dan's glib statement: _We're gonna recruit a bunch'a_ little pilots _to fly 'em._

"Auto-Aviators," she breathed.


	7. Chapter 7

**Chapter 7**

This was the end of the road, literally and figuratively, a lonely, ramshackle pier on a deserted harbor. The pirate plane bobbing at the end on giant pontoons, snarling with the painted visage of a fanged demon on its nose, kept its propeller spinning idly. The gruff gorilla who flew it turned his back to her and lumbered away. He had carried out his orders ― met with her and issued a two-worded message: _stay away_. He was not going to wait around, although that did not stop her from pleading with him. _Just_ _half a minute, at least give him a message from me, please._ In hurried, cramped handwriting, the letter was written on the back of a crumbled market receipt; an improvisation, and all she had before even this narrow opportunity was lost.

Once written, she folded the paper in half and proffered it. The pirate snorted, begrudgingly accepted it, and went on his way. She wondered, watching that grisly plane fade into a dot in the foggy horizon, what its intended recipient would think when he read it ― or if he ever would. There was so much more she needed to say.

 _Kit,_

 _I want to talk to you, not write to you._

 _It's never too late to do the right thing. I know that_ _you_ _know that._

 _Please_ _, talk to me._

 _Rebecca_

* * *

Molly woke up at around seven o'clock, squinting against the morning sunlight in a pale sky. At her first slightest movement, a stiff neck and a sore back became sharply realized. Such was the result of sleeping sitting up on the co-pilot's chair of the flying creation Don Karnage had given them for their chosen task ― a bulky twin-engine plane, red as a ripe apple, assembled of several different scrap components, likely a lot of Thembrian parts for how heavy it was. It was cold in the cockpit, despite a heater blowing in lukewarm air through little vents in the dash. She adjusted her coat and glanced at Baloo, who was vacantly gazing at the horizon, nothing but endless, flat cloud filling out as far as the eye could see. He had weary half-circles under ruddy eyes.

"Morning," she said.

Baloo grunted a reply, not moving, save for the slight adjustment he made on the yoke to keep the plane level, and glances he made at the compass.

"You've got to be tired. Want me to take over for a little while?" Baloo, in reply, shook his head, just barely. _Great. He's not even talking to me._

They had spoken hardly a word between them when they left the _Iron Vulture_ , in the dead of night. Molly assigned that to the possibility that Baloo was still absorbing all that had occurred, needed the time to think it over and make sense out of any of it, but now hours had passed and the only thing different was that the sky was brighter. About five minutes out of her brief sleep, she couldn't take it anymore, and had to ask:

"Are you mad at me?"

The question made Baloo frown, though he didn't do much else. Molly took his hint and sighed loudly, and dug under her chair to grab a stack of maps. Karnage had kept his word ― at least as far as she could tell ― and given them directions on the latest known whereabouts of Cloudkicker's flagship. To that end, he actually surprised her in how thorough he came through with his promise, for it was not only maps and a location, but outfitted on this plane were extra fuel reserves and a device Van Petz was particularly proud of. It was a radio compass, set to track certain frequencies. A gauge upon a square panel with several switches and buttons, this compass lacked the typical N-S-W-E labels, instead the needle was meant to search and picked up on a frequency, and point accordingly. Presently it was set to a frequency operated from _Iron Cloud,_ and was entirely still.

"No," said Baloo at length. He flicked on the gauge of the radio compass, to make sure it wasn't stuck. The needle barely wobbled and promptly became still again.

"Well, I won't ask you what's wrong, because I know everything is."

"So far, everything you've said has turned out right," said Baloo. "About Karny... an'..." He ran his hand over his brow, his tired eyes, and his nose. "I guess I don't _wantcha_ to be right anymore."

"I understand. Trust me, I wish it were different."

A sullen quiet befell the cockpit. Baloo's thumbs became fidgety over the yoke, and he kept an eye on the radio compass needle more than he did the sky.

"We still have a ways to go," said Molly, consulting a map that spread the full length of her arms. Red marker indicated their route from their departure area from the _Iron Vulture_ to the mountain ranges where their supposed destination awaited _._ "It'll be a few hours, at least."

In response to that, Baloo nudged the throttle all the way forward. Molly watched him for a moment, how he was sitting as stiff as her neck felt. He couldn't relax if he wanted to. She would have liked a bit of distraction herself, a book, a record, a conversation, anything to take her mind off the long flight and the dreadful confrontation at its conclusion.

"I gotta _believe_ in him, Cupcake," Baloo suddenly said, in such a blurt that it seemed like someone had been interrogating him for hours and he had finally cracked. "If no one else does, I do. That's all. That's... that's just all, dog-gone it."

In the moment she took to choose her words, Molly wished she had a more profound, more comforting response than, "I know." It was a concession to her true reply: _So did I. So did Mom. Look where that got us._

* * *

Baloo merely blinked, or at least that was what the thought he did. He had actually nodded off into a dreamless nap, waking to the drumming of rainfall and the repeating _swish swosh_ of windshield wipers. Outside, a jagged rocky valley wound before them, wet gray stone the same color as the pouring overcast, and a gray river surging in alternating sharp angles in between. Molly had a perfectly cool handle on the co-pilot's yoke while she consulted the map.

"Oh boy. What happened?" he asked, smacking his lips and stretching.

"You fell asleep. You needed it, so I didn't bother waking you up."

"I meant the altitude."

"Well, I was checking, and turns out the crosswinds were blowing us off course. We couldn't tell because we saw nothing but clouds. I was hoping to pick up a few landmarks and compare them to the map, to see where exactly we're at."

"Ugh. We're lost?"

"Un-lost if I can make out this river. I suppose you want to take over the steering?"

"Huh. Looks to me like ya got it covered."

"That I do," grinned Molly. "You should get some more shut-eye, then. I promise I'll wake you up the instant we get a bite."

"Nah, I can't." Baloo reached forward and flicked the gauge of the radio compass, and ran his fingers over the knobs and switches underneath it; he had turned and switched the inputs in all manners of configuration countless times the night through while Molly slept, not that he exactly knew what any of them did, but in hopes some adjustment might enhance its sensitivity. The needle was still not stuck, however, and still not receiving a signal. He fell back against his seat tiredly, and watched Molly navigate the bends of the valley. He smiled approvingly. "Who taught ya to fly?"

"Wildcat, mostly. But I did remember a few pointers from the best pilot in the world, when I was a little girl. I had big plans, doing exactly what we're doing now, going out to find Kit. Oh, but Mom would've _killed_ me. She was heartbroken enough when Kit ran away, and I couldn't take off on some hairbrained adventure. Besides, what was I going to do, drag him back home? Mom had already tried reaching out to him, anyway."

"Yeah? And...?"

"She only got as far as getting a scrabbled note to him, if it even ever did. Kit was pulling some serious sky pirate clout by then, and I'm pretty sure he knew she was looking for him, and he could've easily arranged meeting her if he wanted. I bet he was chicken, too ashamed of himself to look her in the face. Here's a guy who took on the world's two most powerful armies before most people graduate college, brought global aviation to its knees, but _Rebecca Cunningham_ was too much to handle."

Morosely, Baloo slouched toward the side window and watched the swift passing of the wind-bent trees and rain-lashed rock below. Fitting, he thought, that the weather looked how he felt ― cold and gloomy. His flanks ached for sitting so long in a seat that, unlike the seat of his beloved _Duck_ , was not broken in to his... shape. Through the reflection of the glass he saw Molly's contemplative expression as she scanned ahead.

"I've had plenty of chances to talk to him," she said, after a moment, in the tone of a guilty confession. "Every year, on her birthday, I bring flowers to the cemetery. And every year, I find the same thing. Someone has already been there that morning, and laid a single black rose by her headstone. The first few times, I asked the groundskeeper, and it'd be the same story. He said it was a man in a hat and long coat, the collar up around his ears, arriving just at dawn. The man would kneel, lay the rose down, and put his hand over the headstone.

"Every year, I think about getting there earlier, to confront him. But I don't. I mean, what do you say after so long and so much? What would I expect him to do, apologize and turn himself in? I guess Kit's not the only one who's chicken. I've never told anyone else about it. I don't even have the guts to tell Charles about it; if I did, he could set up an ambush and probably arrest Kit without much trouble. But, I don't. Somehow I can't take that moment away from him, not for all the world. I bet he knows it too, that I'm not ratting him out. Maybe we're talking to each other that way. I'm just not sure what we're saying."

She squinted into the distant fog, where the rocky stream they followed vanished into a gray ocean. Their plane shot over the stream's waterfall, the shoreline a semi-circle of sheer cliffs. To the right, a landmark of two massive mountains, shrouded in mist and peaks invisible under the overcast, parted into a steep valley that met the sea with the mouth of a river, rolling with white splashes. They began to hear cracks of thunder from the clouds.

"Ah, here we go," she said in a lighter tone, flattening a portion of the map over her knee. "I do believe I've found us ― whoa!" At a glance up from her map, something had flown into the windshield, making her start and veer the plane abruptly, making Baloo start as well. It appeared to be a blanket, or a golden flag, slapping against the nose of the plane and then flattening itself for a second against the windshield, before the wind swept it away. The red letters sewed across it were too many for Baloo to read, but Molly seemed to recognize it by its style:

"That was a banner from the East Panda Trading Company," she said. "Of all the things to get carried away in the wind." They both looked from side to side, and granted that visibility was poor, there was no sign of anyone or anything near them.

More thunder bellowed. Baloo had flown through hundreds of storms and was perfectly adjusted to such a sound ― why did he suddenly feel something was amiss. He couldn't quite discern what it was. Maybe it was the oddity of that golden flag playing a game on his mind.

Another _crack_ of thunder, a deep, rattling boom, this time it seemed to be right in the midst of it. Molly jolted in her seat, and chuckled sheepishly at herself. " _That_ was a big one."

It was indeed, Baloo inwardly agreed, and he was even more convinced that something didn't add up right. Then he realized: "There's no lightnin'."

Molly considered that, scanning the overcast, and shrugged. "Sun's still shining over the clouds. Maybe it's just light enough that it's hard to see. What's... what's that noise?"

They looked up at the ceiling of the cockpit as if to see through it. It was a mix of mechanical chugging, whirring and roaring, faintly heard over the din of their plane's engines. Baloo realized he _knew_ that sound ― a plane holding on to dear life and failing miserably. It cast down from the vast cloud ceiling just beside Molly's right shoulder, roaring red flames and black smoke, plummeting to the earth like a burning meteorite. Molly shrieked and recoiled from the controls.

" _That_ was someone gettin' shot down," said Baloo, grabbing onto the pilot's yoke. "Mind if I cut in?"

"Right over us?" Molly scanned the radio instruments. "No, I've been paying attention! There hasn't been a peep over the radio, and the needle hasn't ― Baloo!" she gasped. "The radio switches...! Did you mess with them?"

"What? I just moved 'em around a lil', is all."

"You turned it _off!_ How long has it been like that?"

"Off...? I did not! It just ain't workin'!"

Baloo watched apprehensively as she put her finger to the one little switch on the far left of the array, and, whilst she roasted him with a look that was as accusatory as it was angry, she flipped the switch upward. Immediately, the radio speakers blared with panicked Pandalan cries for help, and the needle on the radio compass jumped and pointed to a definite heading at their one o'clock position. Baloo smiled at Molly guiltily. "Heh, fancy that. I guess it _does_ work."

"And _now_ what?"

"Well, can't see nothin' down here, so..." He pulled the plane into an abrupt ascent, and they went blind into the overcast. There, they finally saw the thunder's lightning, but it was no natural phenomena of flashing electric bolts ― it was burning explosions, red and bright and glowing through the clouds.

Molly hastened to buckle her seat belt, and when she did, her hands were like vise-grips over the arms of her chair.

They watched intently forward, waiting for the expanse of white mist before them to break. It did finally, and there was no beautiful blue sky to greet them. There was mayhem, burning and exploding. Two immense cargo zeppelins were getting their gas pockets shredded, their broadsides bearing giant, ribbon-like banners of the _East Panda_ insignia. There was a dragon-shaped wooden dirigible with thee great golden balloons affixed to three masts, firing cannons and launching salvo upon salvo of heat-seeking rockets at a swarm of attacking aircraft, the latter of the likes Baloo had never quite seen before. There were no _wings_ on these things, and their propellers were on the top. They were quick and nimble, and identifiable enough as the bad guys, colored of gray gunmetal and all bearing a sickly green skull and cross-bones insignia on their side. What Baloo did not know yet was that these ultra-light rotorcraft were notoriously known as "buzzards;" they were like flying motorcycles in their slender frame, saddle-like seating, and obnoxiously loud buzzing engines. Instead of wheels, they had an outfit of skidded pontoons under the riders' stirrups, apt for landing on land and water alike. Against them, like knights in shining armor, a squadron of bright blue fighters, and of smaller numbers, fought in defense of the zeppelins.

Baloo's mouth dropped open, stupefied while scanning snaking trails of smoke woven around them as a smoldering wreath, and the blur of speeding aircraft shooting at each other. It was, for a moment, like watching a scene play out from a vivid nightmare, and he wasn't really there. He snapped out of it when three pirate buzzards suddenly peeled away from the dragon dirigible and beelined for him instead.

"Baloo!" cried Molly. "Copters with green skulls ― it's the _Scourge_ , one of Kit's pirate gangs. We've _got_ to get out of here! We're flying Red Wolf colors and they're not going to ask why!"

No one had to tell Baloo twice. He turned their clunky plane to the left with such a force as to tear the yoke apart, against an onslaught of gunfire and that partly ripped through the belly of the fuselage. Molly hastily grabbed for the radio mic. "Kit! Are you there? Kit, call them off ―!"

Baloo and Molly yelped when a massive explosion erupted in a ball of fire, from where they couldn't tell, the force of it smacking the frame of the aircraft in a wave of turbulence and flame. Then its source was apparent, just as Baloo just got the plane in a half-circle, and it was already too late to turn away. One of the jumbo-size cargo zeppelins had just lost most of its gas bags, and was slowly falling with the exposed, shattered skeletal ribs of its framework roaring in flame. Baloo and Molly screamed as they plunged into the gullet of the exploded airship, the heat of the flames roasting the cockpit. Their plane rolled a full circle, not entirely intentional according to Baloo's panicked cries, and knifed through the gaping hole that had brought the airship down. The three buzzards, in bold pursuit, tried to follow their quarry through the airship, crashed in the burning framework, and parted with the world as small fiery explosions.

Baloo struggled to gain control; the fire had sucked the air from under their wings, and they spiraled toward the pale field of cloud below. "This thing flies like an refrigerator," grunted Baloo, wrangling the yoke.

"You _did_ once fly block of ice out of a Thembrian prison!"

Baloo paused, and tilted his head at her. "I what, now..?"

Molly threw her finger toward the windshield. "Plane falling!"

"Oh! C'mon, gimme a hand!"

Molly grabbed the co-pilot's yoke, and together they pulled. Baloo put all his might into the stubborn yoke, and the cockpit was pierced by a long, loud _whooooosh_ , the sound of air slicing hard against the wings and flaps. The plane reluctantly relinquished command, slowing out of the roll and leveling, ultimately skimming the vast sea of overcast like a speedboat in water.

Exhausted, Baloo exhaled and slouched wearily over the controls. He felt like he had just wrangled an eight-thousand pound bull. By then they were going quite fast ― at least by the standards of their cumbersome aircraft ― and Baloo meant to keep it that way, making sure the throttle was all the way forward and making a straight line away from the fighting. By habit, he swiped his hand over his head to adjust his cap before realizing he didn't have it on anymore.

"You hangin' in there, Cupcake?" he asked, and noticed Molly was quite transfixed, starting through the left corner of the windshield.

"It's him."

Baloo leaned forward and looked the same direction. He had to squint to make it out. Far away and above, a black streak scarred the sky, moving through the clear blue as a dark lance, a sharp, pointed tip, and long, bold stripe dissipating at its end into a blur.

"What is it?" asked Baloo.

"Kit's jet plane."

" _Jet_ plane?"

"He makes his planes smoke like that, so everyone knows it's him."

Baloo took another hard look. The black streak was moving at great speed, and the head of the lance was revealing a black dot, four other dots in formation beside it. The dots steadily morphed around the sides, sprouting wings. "Lil' Britches?"

"This isn't how we want to meet," warned Molly. "Get us under these clouds for cover!"

Baloo, however, couldn't take his eyes of the approaching formation. Two tiny, white puffs of smoke burst from under the dark lance. "Lookit that thing move... Kit's really flyin' it...?" He leaned all the way against the windshield and put his hand against the glass, as if thinking his navigator would see and hear him. "Kit? That you?"

Those two white puffs of smoke stretched lightning quick into long strings, aimed straight for Baloo's face.

"Baloo, _rockets!_ " shouted Molly.

"Wh-wha'?"

"Wake up! He's trying to _kill_ us!" Molly took the co-pilot's yoke and rolled their plane to sink into the clouds. The sky disappeared amid a total white-out. Baloo, flustered and not at all sure of what was happening, suddenly felt his gut push into his chest. Though he was blind to the horizon, he knew the plane was upside down. He grabbed the controls and went for a type of tug-of-war against the co-pilot. "Hey! Molly, wait a min―"

A bright, firefly flash. The windshield on Molly's side shattered, shards of glass spraying everywhere. Baloo covered his face behind his arms. A burst of misty, icy wind blasted the cockpit. The veil of overcast was stripped away, revealing the gray ocean below, spiraling, spiraling... Baloo finally heard Molly scream. And then he heard the explosion.

Even moments after it happened, Baloo would not remember how he went into a dirty, no-holds-barred fight against gravity, and how he eventually won before the plane plummeted into the sea. Instinct took that over. His cognitive thoughts were elsewhere. "Molly! Molly, honey! You okay?"

"I'm... I'm okay," said Molly, gasping. With one hand, she shielded her eyes against the onslaught of wind, and with the other carefully swept the glass away from her lap.

"You sure?" Baloo cut the throttle, for the sake of relieving some of the howling gust tormenting her.

"No! Don't slow down," warned Molly, throwing the throttle to full power herself. "Trust me, Kit will be on our tail to make sure this plane is sunk."

"N-no. That _wasn't_ Kit. Couldn't be."

Molly squinted at him with palpable impatience. " _Enough_ , Baloo. It sure as hell _is_." She grabbed the radio microphone, adding, "And this plane is nothing but a big, red bullseye to him. Now watch your six!"

While Molly tried hailing Kit's name on the radio, receiving nothing but static in turn, Baloo glanced at the side mirror just outside the window to his left. A black jet plane, of the militaristic type known as a fighter, with its movement traced by twin streams of thick smoke spewing from jet engines under its wings, descended under the overcast in a sheer drop and leveled in a perfectly smooth upswing. It and the four like fighters, two at each wing, of lighter color and not smoking, were closing distance at such a speed that Baloo didn't have time to debate or even think about who the lead pilot actually was. He just knew he had to lose them. He still had one particular trick up his sleeve.

 _Pull up on the stick, straight toward the sun..._

Molly squealed as their clunky red plane was thrust upward at a speed and gravity unnatural for its frame. Through the ceiling of white mist, moments later the blue sky broke into view as the plane finally sputtered to a vertical crawl, and Baloo saw through the mirror the five pursuers pop out of the clouds below.

 _...one Baloo Corkscrew comin' up!_

Feet on the rudders, hands on the yoke, twisting and turning, the maneuver was as much of a dance for the pilot as it was for the airplane. In short order, the plane reversed direction, nose down, rolled and spun in a tight spiral, zipping by _four_ of the pursuers on the way down, through the clouds, and leveling back over the ocean.

Molly had to catch her breath. "Nice move!"

But Baloo only grimaced, and deeply so. _One_ plane ― the one streaming black smoke ― had stayed on his tail as precisely as a trailer on a hitch. Its pilot had flawlessly followed him through the entire maneuver. Then, it stayed on his tail, matching his speed from a distance. Who knew _his_ move like that?

"Did we lose them?" asked Molly, yet oblivious to what Baloo watched through a small convex mirror fixed just outside his side window.

"He's... watchin' us," mumbled Baloo.

"Who is...?"

The black jet plane fired machine guns from its nose. Though Baloo tried a hard jink to the right, his left engine was summarily shredded, erupting in flame. "Gah! Gimme that mic!" he yelled, reaching in Molly's direction.

" _You_ fly, _I'll_ talk!" said Molly. On the radio, she pleaded, "Kit, stop! Please! It's me! Kit, can you _hear_ me?"

She waited a beat for a response. Suddenly one broke through the static, a man's voice. It made her gasped as he spoke her name. "Molly?"

The fur on the back of Baloo's neck tingled. He didn't recognize that voice, yet he wondered... "That's... that's...?"

"No," said Molly; when she looked at him, her eyes were so wide it made her seem pale. Her hand shook as she raised the microphone to her mouth. "Ch-Charles?"

"Molly!" shouted the voice on the radio; there was a din of other voices in the background, telling the speaker to _get off_ or they would be detected. "What the hell do you think you're doing here? Is that _you_ in the red plane?"

"Uh-oh," gulped Molly, holding the mic against her chest.

Meanwhile, the black jet plane had given some distance behind them, and, though without further shooting, remained firmly trained on its target. Baloo glanced back and forth from the side mirror to Molly. "Mind tellin' me what's goin' on?"

"Oh, it's just that my _fiance's_ somewhere nearby spying on Kit and now they all know."

The man shouted Molly's name repeatedly over the air, and Molly tried go get a word in edgewise, tried to tell him to _shut up for heaven's sake or they'll find you_.

When Baloo checked the mirror again, the pursuing jet was suddenly close enough that he could see weathered streaks on the black paint, where the nose was scraped and worn for speed pushing against the air and elements. It quickly ducked away to the right, and Baloo lost sight of it. Gunshots rattled, a precise and short burst. The right engine exploded, this time taking the wing with it.

Baloo and Molly screamed while their plane spun out of control, clock-wise. Baloo had no fix for this one, no amount of expertise could save a plane so mortally wounded and out of control, and not for a lack of trying, and tried he did, frantically. They had no parachutes, and not enough altitude to safety jump even if they did. The ocean and sky traded places again and again in dizzying circles, and at every revolution the ocean was closer, a dismal, gut-wrenching kaleidoscope that numbed Baloo to his core.

"Honey ― hold on!"

They braced themselves. The dark, infinitely immense maw of the ocean was gluttonously open for them. Baloo reached over and grabbed Molly by the arm, and felt her hand squeeze his. He closed his eyes.

There was a _thud_ and the spinning was abruptly halted.

At first Baloo was too scared to open his eyes, but then he considered that the crash was less wet, less painful, and less dismembering and deadly than he had anticipated. Or, he was dead and it all happened so quickly he never knew it... although the "other side" had a lot to answer for if it was just a cramped seat in a cold cockpit in a clunky plane. No, he wasn't dead, he was _pretty_ sure. In fact, the plane was still flying. The wind was still blasting from the shattered side of the windshield.

He checked on Molly, whose head was turned in astonishment as she looked out her side window. She clutched at her heart and gasped.

"Felt like somethin' grabbed us," said Baloo, breathlessly.

Molly was at a loss to explain the particulars, but the black jet had put is left wing-tip against the stub of their right wing, holding it steady until theirs slid into a somewhat controlled crash-landing into the ocean, skidding on its belly.

Then, with a bone-rattling, deafening roar that was felt as much as heard, the jet plane sped forward, shafts of red flame spewing from its engine nozzles. Its exhaust filled their cockpit and left them coughing, and Baloo mesmerized as its sheer speed. That trance was broken when ice cold salt water washed against his feet ― they were sinking. This plane was no _Sea Duck_ , and had no affinity for water landings. Baloo glanced around frantically for a floating vest or life preserver ring, as did Molly, but the plane supplied none. The co-pilot's side was going under first, causing the cockpit to tilt heavily lopsided to the right.

"Baloo, we won't last five minutes in this freezing water. We need something that floats, quick!"

" _I_ float pretty good ― yeah, that doesn't help." The water was already almost to his knees.

The roar of the black jet faded but only a little, then grew louder. They saw it had done a half-loop and was coming right back for them, its nose and machine gun muzzles aimed with precise intent.

"K-Kit... no!" cried Molly, the radio mic shaking in her hand. "Kit! Don't!"

"Molly! Down!"

Scrambling, they dove behind their seats, on all fours in the rising water. Gunfire rattled from the jet, their red plane squirmed with vibrations, and the force of the jet as it buzzed over their ceiling left their plane rocking as if Poseidon himself swung a godly uppercut to its nose. When it was over, they were splashed soaking wet, and while the roar of the jet engine faded away, no bullet had struck the cockpit.

Baloo wiped salt water from his eyes, sputtering and stammering questions to the effect of _what just happened_. In a momentary stinging blindness, he felt two hands grab his wrist and pull. There was no time to figure it out. The water was freezing and rising too quickly. The plane had less than a minute, if even that much.

"Abandon plane!" cried Molly, tugging his arm toward the front of the cockpit. She tried to open the pilot's-side door, and it would not; but it did when Baloo, from over hear head, slammed his fist into it. A flood of water came rushing in at once, sending them aback, and, fighting the sudden current, they swam out of the cockpit just as it sank below the dreary, gray surface.

"Grab onto me, Cupcake," sputtered Baloo, wrapping Molly's arm around his neck. The water was so cold that it was seizing, and she appeared in such a shock that she could not even scream for the piercingly cold pain. The red plane gurgled its last in a fit of bubbles, and the last sign of its color faded entirely into the shadowy murk less than a yard below the surface.

"We've got to get out of the water," chattered Molly in his ear.

"I know," exhaled Baloo. He couldn't even see the nearest spot of land over the churning gray crests. "Oh, that's cold... that's cold that _cold_ that's... wait... whassat? Right over there, c'mon!"

He had spied something red and flat floating nearby, and swam to it, Molly in tow. There they found the result of the jet pilot's expert aim; the left wing was severed from the left engine and fuselage. He helped Molly to climb onto it first, then himself, where opposite of Molly it dipped considerably under his weight like a floating see-saw. He had to wrap his arms around the sides and stay on his belly. Molly did the same, meeting him face to dripping face somewhere near the middle. Her teeth chattered, and long strands of her hair were plastered over her face.

"Y-you did it," she said, with a weak smile.

"Not much warmer, is it? Ooh, yeow!" He howled as the icy water lapped against him.

"Kit shot the wing off so we'd have something to hold onto. Some way of thinking! He'll save us _after_ he shoots us down." Hearing her say that, there was only one other thing on Baloo's mind beyond a fervent wish for a warm stove, and it must have shown on his expression, because Molly gave him a stern look. "Yes, it _was_." Then she glanced over his shoulder and gasped. "Baloo... look."

Thundering in explosions that pulsed through the air, there was a hellish storm falling from the expansive clouds, doomed planes plummeting into the sea like smoldering brimstone cast down by angry gods. Likewise, although slower, so did the jumbo-sized cargo zeppelins descend, battered and broken, their massive gas bags mostly burst; and most spectacular was the fall of the dragon dirigible, for it fell flaming from its nose as its mythological counterpart, still spewing a volley of rockets at everything and nothing at once, fire glowing brightly in the dimmed, overcast lighting. It disintegrated in a massive splash, and the glow of the fire was extinguished in an instant, leaving nothing to see but pillars of thick smoke.

Baloo watched on, numb, and not for just the cold. The next thing he knew, the sounds of thunder were replaced by a din of _chop chop chop_ , getting louder and louder, seemingly bouncing from every direction.

"Here come the buzzards," said Molly quietly.

As like the savaging birds of which they were named, the rotorcraft of the _Scourge_ descended descended from the clouds and swarmed the downed zeppelins; each buzzard saddled one or two gun-wielding riders, who, upon landing in the water, disembarked and jumped onto the imperiled airships.

"Lil' cuisinarts," uttered Baloo, suddenly recalling his friend Buzz and the wingless airplane he had invented.

"Helicopters," corrected Molly. "Not all of them are so little." Pointing above, she was referring to what descended over their heads. To Baloo, it looked like a bus on pontoons, grotesquely masquerading as an aircraft with two stubby wings, each with a big rotor that made a deafening clamor. It, too, brandished the insignia of a green skull, on metal skin that was rotting with rust, burns, and corrosion. It descended slowly, flattening the crests of water away under the wind of its rotors. Baloo and Molly could only watch, and they did so apprehensively as a side door was opened and a rope ladder was dropped; it dangled low enough for them to reach. A skinny fox with dishevel fur and dark pilot goggles hanging around her neck poked her head out and sneered at them.

"Grab it and climb, morons!" she yelled down, a scratchy voice, and sharp teeth snapping at the air as she spoke. Baloo hesitated; he might as well have been invited to stick his head in a lion's mouth.

"We'll freeze down here," said Molly, as she reached for the ladder. "Come on, Baloo!"

As Molly disembarked their make-shift raft, it became all the more unstable, and Baloo had to squirm to keep balanced enough not to roll off. He grabbed onto the end of the rope ladder for support and watched Molly climb all the way up; she was summarily pulled inside once she reached the top. Baloo swallowed and began climbing. The wooden rungs bent under his hands and feet, and the wind from the rotors was like to flash-freeze him if he didn't hurry.

When he reached the door, he could not see inside for the contrast of the light outside, but someone grabbed the back of his jacket collar and helped hoist him inside. The respite from the icy wind was felt immediately, but that was as warm of a welcome as he was about to receive. Mangy paws prodded his jacket all at once, turning out his empty pockets, and again ― not at all gingerly ― into the breast pockets of his shirt. There they found only a ribbon of paper with tiny typeface writing on it.

In that cramped hold, buzzing with the relentless _chop chop chop_ of the rotors, half a dozen grim faces stared at him with utmost contempt, shotguns and pistols wielded and aimed . Most notable in their group was a tall, lanky lizard, a scaly bald head wrinkled with a sinister, hairless, bulging brow and red eyes, whose rough-leather longcoat was defaced in all areas with countless tally marks, four vertical lines slashed by a fifth, and on its breast an embroidered image of the green skull. He had an air of command about him, and a polished saber in one of his clawed hands. In the other hand, whilst licking his lip with a forked tongue, he studied the ribbon from Baloo's pocket like he suspected it contained a secret message, though he was obviously at a loss to decipher it. He rolled his long, scaly fingers over it and fixed his vertical pupils on Molly. She had followed enough reports to realize they had just been introduced to the pirate Komodo, commander of the _Scourge._ The vague familiarity went both ways, for he too, apparently, had an idea of who he was ordered to pluck out of the sea.

"Ah, the wayward wench makes a surprise appearance, in a Red Wolf plane, with a cryptic note. Ha! And I thought the day might be boring." The tip of his saber alighted on Molly's shoulder, making her wince; Baloo, groggy on his knees, made a sudden movement toward her, but so did the guns aimed at his head. Baloo stayed still instead, but watched carefully. "Lucky, very lucky for you, he recognized your voice," said the lizard. Then the saber's tip scratched under Baloo's chin. "And lucky for you, he wants to meet the pilot who impressed him. Unlucky for you, you're shark chum next." A crooked smile slithered up his face. "To me, you're just another notch. Did your precious Red Wolf actually send you alone? Ha ha!"

"Neither of us are with Karnage," said Molly. "And that's no cryptic note. I guarantee you, if you even give my friend so much as a dirty look, Kit will deal with _you_ when he finds out."

"Kit?" laughed the scratchy-voiced fox. "Watch out, Capt'n, _Kit's_ gonna get ya! I bet ol' fatty here is _best buds_ with the boss!"

The lizard seemed greatly amused at that. " _Cloudkicker_ ," his tone indicated a correction as he glared at Molly, "doesn't suffer Red Wolf punks. Trust me..." He gestured at the tally marks cut into his jacket. "I know."

"You just better let us see Kit right away," demanded Molly. "Is he coming?"

"Maybe after huntin' down the fuzz you outed on the radio," said the fox, smiling.

"Oh, God, what have I done ― let me talk to him on the radio, _please_."

Komodo only hissed a laugh at her. He held onto a support bar on the ceiling as the helicopter accelerated vertically. Baloo and Molly hunched together, side by side, against the side of the fuselage. Baloo kept his head down, resigned, not for intimidation ― in a moment he hardly thought about, hardly cared about the yahoos with the mean faces ― he was imagining the pilot behind the stick of that black jet. He was thinking of the name _Cloudkicker_ as it was spoken in the lizard's voice. There was something about the way he heard it, from that voice, in that tone, in that context; it was like hearing a word you knew well yet suddenly seemed to be from an entirely different language, and all the certainty of its meaning was lost.

Moments after the helicopter broke above the clouds, the sky, as seen through the opened side door, was abruptly blocked by a solid mass. Baloo blinked and looked up. A mere football field away loomed the airship _Scourge,_ a king-sized zeppelin with skin of dark, scarred gunmetal, and upon its side bearing a giant image of the green skull seen on the previous rotorcraft. Its daunting frame was bristling with spikes, propeller engines, and stubby wing-like stabilizers that were sharpened as blades, and everything was differently sized asymmetrically placed. Some ships were prided over their neatness and polish. _Scourge_ was meant to be ugly, an abomination. Wounded pirate buzzards flew into its hangar, which had an opening under the nose and went underneath the length of the ship like a swollen belly.

As the pirate airship sunk into the vast field of clouds, presumably to tend to the collection of loot scattered by the downed East Panda zeppelins, Baloo felt gravity still pushing down stronger than on solid ground, intuitive to him that they were still increasing their altitude. He was vaguely aware of the guffaws and japes the pirates were having at his expense ― things to the effect of how Karnage must be feeding his dogs so well, how his red plane must have been outfitted for a jumbo load, and so on.

 _'He wants to meet the pilot who impressed him,'_ he repeated in his mind. He had wished it a thousand times in only two days already, he wished it once more, that he would wake up from this nightmare. For all he had went through to make it this far, to find Kit, he didn't _want_ to. It wasn't butterflies he was feeling in his stomach. It was dread, sickly and acidic. The feeling was intensified when the sight of an immense shadow swept across the great sea of clouds, dark and foreboding. Without even knowing what made the shadow, somehow he knew, this was it.

He felt hands wrapping around his arm; it startled him until he realized it was Molly. She looked at him as a concerned doctor observes a patient; his quiet, nearly paralyzing air of distress had not gone unnoticed.

"I think we're there," she said, with a weak smile that was meant to offer a bit of comfort.

Baloo swallowed hard, and nodded. As he looked out upon the shadow sweeping over the clouds, all the worrying doubts in his mind clamored in such an inaudible noise that he couldn't concentrate, and his feelings started taking over. He suddenly regarded the shadow as a looming monster who put Little Britches in danger. With that, he steeled himself. It was time to face this monster, and he had sat down long enough. So, he stood up, knees cracking. Molly hissed warnings at him and tried to hold him down by the arm, but failed. It was a sudden and calm movement that made the pirate crew start, stopped dead in the middle of a raunchy joke about Don Karnage and a jar of pickles. Pistols and shotguns suddenly raised attentively. Baloo tensed up like doing so would make him bulletproof, and he took a step forward, toward the door and open sky.

Komodo was watching him coolly with his red, slitted eyes narrowed and drawn to where Baloo's toes were an inch from a ten thousand foot drop. His scaly face smiled at the sinister thought of the next step forward. "Going somewhere?"

"I didn't come all this way for no hayride," said Baloo, waving the lizard off. He stuck his head out the side of the helicopter, where the wind whipped against his face under the intense drumming of the rotors. Shielding his brow with his hand, he squinted upward at the eclipsed sun. When he finally saw its source, all his breath left him at once, and, stumbling back, and with a seeming tunnel vision that was entirely unaware of the pirates pointing their guns at him, turned to Molly, who had crept up cautiously beside him to take a peek for herself.

" _Iron Cloud_ ," she said.

"That's the biggest thing I've ever seen in the sky," said Baloo, mouth gaping.

"It _is_ the biggest thing in the sky," replied a sneering pirate.

They were ascending straight for it, the grotesque leviathan the world knew as Cloudkicker's dreaded, invincible flagship. While words such as ship and airship naturally attached in its reference, it was more of an airborne fortress than anything else, shades of gray that invoked battleship iron and castle wall granite, seemingly as mighty and impervious in its placement in the sky as the very sun or moon. Its array of rotors, larger than any other constructed, drummed such a cosmic racket that the very ethereal fabric of the atmosphere seemed to be threatened.

Air Corps reconnaissance commander Seymour Huppabuv once described the beast in a report prepared for the Usland Senate, which was later edited and published to the public in the magazine _Better Home and Hangars_ , partially transcribed here as follows:

 _Its design is of an overall crescent shape, devised of three major sections: the main body in the center, and two "wings," as they are colloquially referred to as. I will begin with the wings, importantly noting that the term is used with dual connotation, a reference to the wing of a structure (the wing of a mansion, for example), and to the actual airfoil framework attached to it._

 _The wings mirror each other exactly, and achieve lift through heavy rotor system, not helium balloons. Each is what may first appear to be its own airship, a structure that derives its shape from a common, elongated dirigible, but the similarities with lighter-than-air dirigibles end there. These structures each encapsulate four large vertical cylinders, open at top and bottom, and each cylinder is believed to house multiple, high-power rotors. These rotor arrays effectively keep what would otherwise be an impossibly heavy vessel airborne with multiple wind tunnels. The iron-clad sides of these structures are armed with several anti-aircraft turrets._

 _Then there are the massive airfoils, which are comparable to typical fixed-wing aircraft, though they to not jut straight to the side as common on airplanes. These airfoils fan to a backwards curve and a rounded corner, and give the vessel its apparent crescent shape. In normal operation, the airship travels much too slowly for these airfoils to contribute to its force of lift. However, they would contribute to stability should the airship reach high speed. This segues into what we must now only speculate on, it's jet engine capabilities._

 _We have only glimpsed this function in in action. Each wing of the vessel, as well as one on on the main body, contains on the back excessively large nozzles that are similar to that of a rocket's design. However, when engaged, the stream of the thrust indicates jet technology. We surmise that Cloudkicker may have developed and incorporated a super-powered turbojet system that can bring the airship to speeds that can surely be remarked as alarming. Our most recent observation clocked the vessel at over three hundred miles an hour with this propulsion system engaged, and even at that point, is is surmised it was still accelerating. Top engineers studying the vessel have concluded that the amount of fuel required to maintain such system would make its operation absolutely impractical, yet that has not seemed to impeded its development, and we note that the vessel is frequently receiving areal tankers around the clock._

 _Between the wings and the main body, the shoulders if you would, are the vessel's two main, forward-facing turrets. Each turret, which rotate in limited degrees vertically and horizontally, are comprised of six extremely high-caliber cannons, in rows of three. Many are already well aware that Cloudkicker unleashed the full power of these_ _weapons against the fleet of the sky pirate clan_ Bloodletter _, and we attest that the rumors are true: the result was more than destruction, but rather annihilation._

 _The main body of_ Iron Cloud _begins with what you might have heard called 'the faceless face of the monster.' The very front is a grid of window panes meshed together in what loosely resembles a semi-spherical shape, where we believe the command bridge is located within. The windows' shape stretch longer around the the bottom, so that the "face" appears to be looking down on the world below. Above the "face," the top of the vessel is a flat, elongated dual runway system with arrestor cables, the same as our naval aircraft carriers use to slow and stop landing aircraft. Between the runways (which seem to be consistently organized as one for landings, one for takeoffs) is a long, large stabilizing fin, under which, on the back, is the aforementioned turbojet nozzle. A system of heavy lifts deliver and receive aircraft between the runway and the interior of the airship. . . We further estimate that the interior holds forty to sixty regular sized, single-seat fighter aircraft._

That article had been not long after Cloudkicker introduced his new pride and joy to the world. As if for making a point of it, it was almost always airborne, never hidden, never afraid to let the world know where it was or where it was going. Its mere presence, usually scouted out from far away, boldly dared anyone or anything to confront it.

There was something about its overall shape, too, as Baloo, with sunken heart, noticed in the mighty silhouette struck against the cold and distant sun. Molly had noticed it in her studies long ago, but it was just vague enough to question if it was a coincidence or not. It was the massive wings, the way they were shaped, bent back and rounded. The uninitiated would never have given it a thought, but to the few who could recall a certain cloudsurfing airfoil, it would seem Kit Cloudkicker had found a means to memorialize his most prized childhood possession.

The _Scourge_ helicopter approached _Iron Cloud_ from high and behind, at length landing harshly on a lift platform at the end of one of the runways. Baloo and Molly could do little but cling onto each other and watch as the landing operation unfolded. The lift lowered almost as soon as the hefty helo touched down on its skids, and swallowed it below deck. Its rotors, while winding down, were still spinning with speed by the time the lift reached bottom.

The space was long and cavernous, roaring with engine noises. Baloo thought of the main interior of the _Iron Vulture_ , but this was so much larger. The planes were countless, single-engine jet fighters most of them, viciously armed, and each one he saw, as well as the henchmen tending to them, looked more menacing than the previous. The crew of this airship weren't particularly dressed like thugs, akin to what Baloo knew of sky pirates; their attire was laundered, some more ragged and some more polished, and while not uniform, mostly fell in to a fashion of aviation culture: goggles, scarfs, leather jackets, knee boots, and jumpsuits, or any combination thereof and of the like, were popular.

They were spared little time to observe, however. Almost the instant the lift stopped, they were whisked out of the helicopter and the next thing they knew they were being rushed through a system of corridors and stairs, turn after turn, all but a blind maze to Baloo and Molly. The pirates walking in front and in back of them said nothing and let their guns do the talking. Loose metal plates on the floor rattled under their feet.

Around another corner, down another hall. The pirate leading them finally halted in a corridor where the walls became bars.

* * *

The cell was a rectangle of three thick steel walls and one of bars. There were no furniture or fixtures, save for a light bulb on the ceiling that was burnt out or wasn't on. What it did have was a foul, nose-wrinkling odor, one that suggested previous inmates had lost their lunches ― or worse ― and the housekeeping crew was on indefinite strike. It would seem whatever favor familiarity had earned Molly with the infamous Cloudkicker had its limits, expressed in no uncertain way in where they placed her. Apprehensively, she clung to the bars and watched the hall outside.

Baloo was restless, rapping his knuckles against the wall, pacing in the dark corners. Minutes seemed like an eternity. Then, footsteps. Several. Six pair, to be exact, and they finally passed their cell bars; three sky marshals in their olive-green aviation jumpsuits, blindfolded, their hands raised tied behind their back, and three armed pirates prodding them along.

"Charles!" cried Molly. "Oh my gosh, Charles! Are you okay?"

Baloo faintly recognized the marshal in the middle as the guy photographed in Molly's living room. He wasn't so dapper and composed in person ― but getting roughly apprehended by pirates and finding your fiance in the same predicament had its tendency to ruffle one's appearance. The instant he heard Molly's voice, he turned and blindly started for it. "Molly! Are you okay? Hey, lemme talk to her! Molly! What are you _doing_ here?" The pirates escorting them corrected his course with thumps and hurled obscenities, and along they went, moved down the corridor and out of sight.

Baloo heard a heavy door open and close, the rattling of keys and the turning of a lock, the same exact sounds from when they threw him and Molly in their present location. He recalled, in the corridor they were led through, seeing there were several cells, and Molly, from a sharp side angle, attempted to sustain some degree of eye contact as her scandalized beloved was jailed down the hall.

"Long story," sighed Molly.

"Better be a good one!"

She glanced at Baloo for a moment. "It's... pretty good."

"Oh good! I'd _love_ to hear it!"

"Not now."

"Oh, I'm sorry, I didn't know you were _busy!_ "

Molly recoiled briefly as the three pirates lumbered past the cell bars, giving her irritated glares. "Don't start!" she hissed, once they were gone.

"I haven't _even_ started! Why aren't you home?"

"I don't have to tell you every time I go out!"

"That doesn't count when its halfway around the world! The hell do you think you're doing flying into a pirate swarm?"

It went on like this, shouting due to the distance between them, let alone all else emotional. Baloo, back against the corner, cupped his hands over his ears and slid his backside onto the floor. These two sounded like they were already married, and it was giving him a headache. He was jostled when the light bulb on the ceiling suddenly flickered on. There were more footsteps approaching from outside, a set heavy and a set light. What passed across the bars was a furry, black tank: a gorilla wearing a denim vest, open at the chest and frayed white around the edges at his shoulders, black leather pants, and had brass knuckles for a belt buckle. _Big_ brass knuckles; he had fists the size of anvils. He unlocked the cell door, a key being handled in his fingertips practically minuscule in size by comparison. His shoulders were too broad to enter the cell without squeezing through, thus he stepped back. Entering then, with a smirk and a sultry saunter, was a cougar; she had a lean, athletic figure, had brown hair tied loosely in the back, and wore a white pilot's scarf over a supple, light-brown leather jacket and a sky-blue tee. On the hip of her bluejeans were dual holsters loaded with silver pistols.

"Why hello there, you must be Molly Cunningham," she said. Her please-to-meet-you tone was drenched in sarcasm. There were no hands extended for a polite shake ― hers were resting on the butts of her pistols. "I've heard all about you. And this must be the hot-shot pilot. Huh. Kinda hunky." She smiled at Baloo slyly, reached over and ran her forefinger tantalizingly up his neck, and Baloo, shuffling to his feet, felt his knees turn to putty and his face flush hot, until her smirk bent into something far more cold and condescending, and a sharp claw hooked his chin, quite painfully. He jerked away from her. "Too bad only _slime_ flies for the Wolf," said she.

Molly tilted her head at her. "And you are...?"

"Wondering how _stupid_ you could be," said the woman born as Emma Rye, known infamously in piratical circles simply as Em, a name not to be underestimated for the clout it carried. "Rule number one ― you even wrote about it in your little book, if I remember ― _red is dead_. So, unless you bumped off Karnage yourself and _stole_ that plane, ooh..." She cringed dramatically, implying Molly's impending fate. "Seriously, honey. He's flustered, and he's _never_ flustered. You turning to Karnage? Even I'm not sure how he'll deal with that one."

"What's the message mean?" asked the gorilla they called Maul, his voice as deep and thunderous as his size implied, made even more intense by its reverberation around the bare steel walls.

"What message?" asked Molly.

Em produced the ribbon of paper from her jean pocket and read what was written aloud: "'Deep winds come from empty caves.'"

"Ugh. Like I already told lizard-face, it's not a message," replied Molly, annoyed. "I don't know _what_ it is."

"It was in a fortune cookie," shrugged Baloo, scratching his head. "I was gonna show Becky, 'cause Kit thought it'd be funny."

"Who and _what_ is he talking about?" Em asked Molly, an eyebrow raised.

"Look, I can explain everything," said Molly. "To _Kit_. Where is he?"

"Should be here any second. He just wanted to grab something real quick, in honor of your visit and all. You surprised more people than you bargained for, I'd say. I take it by your radio chatter that not even your _boyfriend_ knew you were coming."

Molly was shaken by that. "H-how do you know who he is to me?"

The gorilla at the door jerked his head to the side and moved out of the way of someone. The approaching footsteps, claws rattling on the iron floor, were uneven. A limp. The fur tingled on Baloo's neck ― he couldn't bring himself to lift his back away from the corner, as if staying still would buy him time to hide. He heard his own heartbeat throbbing in his ears, as it pounded inside his chest. The footsteps thumped louder as they came closer, as did the sound of sheets of paper being flipped through, pages from a book.

"A good kid at heart who really just wanted a family to belong to, and he was ultimately disgusted by the reality of violence and animosity of the pirate life." The reader's voice sent the sensation of ice pouring down Baloo's back. "None of us questioned that some of it might have appealed to him." The reader limped into the cell, a brace of leather straps on his left leg creaking with each stride, and dropped the hardcover book down on the floor, stepping over it as he approached Molly. "Appealed to me? What a load of crap."

Baloo's back was pressed hard against the wall, such that if he had the strength he would have burrowed a hole through the metal if he could. His hand was clamped over his mouth, muffling the sound of his breathing. Whilst he whom the world knew now as the terror of the skies glared at Molly with daggers and did not yet deign to glance at her companion, Baloo took the sight in like standing on a railroad track and haplessly watching the locomotive approach. A black, bomber-style jacket, punched with bullet holes and other rends seemingly unrepaired with pride, black tee, gray jeans with a leather brace wrapped over the left leg, supple black gloves with worn, scraped knuckles and bare fingers ― he was just a head shorter than Baloo, and lean, a muscular physic that tightened the sleeves of his jacket.

But that face ― Baloo could not get over it ― so aged and hard as it was ― but the tuff of hair that fell over his brow ― the ears ― the eyes ― it _was_ Kit. But it wasn't. Kit never had goatee-like scruff of fur on his chin, or shrapnel scars under his right cheekbone, or a malicious scowl, or...

 _But that Cloudkicker fella_ ― he remembered Louie's words, hauntingly ― _he's a real son of a gun._ The world had forgotten Kit's name as it forgot the boy himself, knowing him only as the pirate Louie had warned him about... whom _Molly_ had warned him about...

Baloo swallowed what felt like a mouthful of gravel. Cloudkicker had Molly backed against the wall.

"I don't even _care_ why you're lookin' for me," he growled. "What _I_ wanna know is, what _the hell_ were you doin' in one of Karnage's planes."

Molly, turned her head away, but gave him a sidelong look. "Good to see you, too."

The heel of his right hand slammed against the wall, not an inch from her head. "I'm not playing."

Baloo saw Molly swallow, her eyes glazed over; not afraid, he perceived... more like grieving. "That's all you can say? We haven't seen each other in ―"

"Sixteen years," he answered, not moving. "You were valedictorian and cried during your graduation speech. You wrote a book on a _fascinating_ subject. You bought a house on 855 Nightingale Street, and you're engaged to the nitwit cop down the hall. Now, we're caught up. Answer my question."

When Molly blinked, a tear streaked her cheek. "I stand corrected. Maybe it's me who hasn't seen you."

His hand slid from the wall and landed on her shoulder, rigid with restraint. The growl in his voice softened. "Molly. What's with the plane. Tell me a ― _very_ ― good reason."

"We came to find you."

"Who's _we?_ "

Molly's lips read that she was about to start with a 'B,' but the big reveal was stuck on her tongue, as if knowing she wouldn't do it justice; she sighed instead. "Why don't you just look for yourself," she said, gesturing to her side.

For the last several seconds, Baloo had almost felt like he wasn't even there, like watching a scene unfold on a big screen from the comforts of the fifth row of a movie theater; such was shattered when he was discovered.

Cloudkicker stumbled away from Molly, punched in the gut by an invisible fist, knocking the wind out of him. His face was frozen with a blank stare and gaping grimace. When he began to teeter on his feet, clutching his stomach, Em reached out for his arm to keep him from falling over.

"Babe? What's wrong?" she asked. He partially collapsed on her, and put his hand over his brow, which was suddenly damp. With sharp, heavy breathing, bowed his head and closed his eyes, opening them again as his legs stiffened. From over the cougar's shoulder, Baloo was stabbed by a look of pure, burning ire.

It took everything Baloo had to take a step forward and speak. When he did, his voice was meekly muted: "Kit?"

The straps on the leg brace creaked and groaned. Molly let out a cry, and the next thing Baloo knew, he was knocked to the ground, tackled hard in the ribs, a weight on his chest. From somewhere, Cloudkicker had produced a dagger, for Baloo felt its sharp edge under his jaw.

"Who are you?" said he, with a seething snarl that threatened to rip Baloo apart with bare teeth. "Who put you up to this?" The strange question didn't throw Baloo off nearly as much as the alien voice and visage that was so hauntingly familiar. His tongue was paralyzed. The dagger slid up to his cheek. "I'll cut your face off and _feed_ it to you. Talk!"

"Kit, no!" shouted Molly, restrained by Em. "It's him! It's really him! It's Baloo!"

"Baloo's _dead,"_ roared Cloudkicker, his murderous glare fixed on Baloo, the edge of the blade pressing into Baloo's face. "You bastard. Who _are_ you? Where'd you get that shirt? That _jacket?_ "

There was a commotion in the background that Baloo was barely aware of. Molly had thrown herself upon his attacker; the other lady was wrestling her away. The gorilla was hurriedly squeezing into the cell to assist. All the while, Cloudkicker was unfazed, and Baloo unflinching in a dreadful stupor, for all his strength not as much lifting a finger in self-defense. This apparently did not go amiss by Cloudkicker, who stayed his dagger. There they locked eyes, one fiercely, one incomprehensibly, each reading the other, searching, in a manner that might test the truth of the others' identify, as only they themselves would know.

In that moment, Cloudkickers' grimace succumbed to an expression pained, and somewhere in that vulnerability Baloo saw a glimpse of his navigator.

"Lil' B-britches?" gulped Baloo, finally realizing the knife was meant to hurt him. "Wh-whatcha doin'?"

Cloudkicker stood up, leg brace groaning, holding the wall for support. He was sweating and powerfully short of breath, of the likes incurred after a hard sprint, and, as though it suddenly burned his hand, he flailed his dagger away to far corner. Then his head was bowed and eyes closed in tense concentration, ignoring Molly's muffled shouts toward him from behind the massive hand of Maul, who for even his gruff appearance looked considerably disheveled after wrangling Molly to order.

"Karnage is screwin' with my head," he said to no one in particular. "Oh, that's good. I gotta hand it to him. He got me. Looks exactly like Baloo. _Sounds_ like him. Got his shirt, even his ol' jacket..." Suddenly lucid from his trance-like walk, he sprang at Molly. "And _you're_ in on it!"

"I wouldn't do that to you," said Molly defiantly, "no matter _how_ much I hate what you do. Do you _really_ think Karnage could even find some impostor Baloo, let alone send him to you just to get killed?"

"Karnage would do that to _anyone_ and not think twice about it."

"Oh. Unlike you."

That had struck a nerve. "Unlike me, you spoiled bitch," he snarled. "If you're gonna write books about me, might do you some good to know what the hell you're talkin' about." Molly turned her nose up at him, pretending, and poorly so, not to be stung by his reproach. Cloudkicker backed off. "Did this guy have anything on him?"

"This," said Em, handing him the little paper ribbon. "Don't know what it means yet."

Though his eyes had stopped reading the words from the fortune within a heartbeat, he stared at the paper for a long moment. When his hand began trembling, he crushed the paper ribbon in a tight fist. "Wokka Wokka Wok. Baloo pulled it out of a fortune cookie the day..." He paused as his voice wavered. "... the day Karnage killed him."

"This is getting to you," said Em. " I think we should just get rid of this guy, fast."

" _Not_ so fast," said Maul, his voice booming even in its "indoor" level, and more articulate than met the eye of his goon-like appearance. "If he's in cahoots with the Wolf, he could know their hideout. We should send him to Komodo, he's good at... questions."

Cloudkicker nodded, absently. With is back turned, he would not look again at the presumed imposer. "Take him. Break as many bones as you want on the way. Leave Miz Cape Suzette Book Club here."

Maul grunted, shoved Molly aside, and made a move for Baloo.

"Now wait a minute!" said Baloo, squaring off against the gorilla, and now more alarmed than ever that he was in some serious trouble. "Kit, it's me! It's _Papa Bear!_ "

"Shut him up," ordered Cloudkicker, wincing as if a bell had knelled loudly in his ears. He was about to step out the cell when Molly yelled after at him:

"Leave him alone! It was a _time machine!_ "

"Hey! Paws off, buster!" grunted Baloo, locked up in a tangled scrap with an opponent that made him look small. He wasn't going without a fight. Emma Rye also jumped in to help her accomplice.

Cloudkicker stopped at the barred door, chuckling unhappily. He looked at Molly from over his shoulder. "Karnage thought that one up? That's the _best_ he can do?"

"You _listen_ to me, Kit Cloudkicker," scowled Molly Cunningham, a tone that invoked her mother. For what it was worth, it worked; Cloudkicker turned around and faced her like an obedient child. Then, in short order, Molly laid out what she knew of Baloo's arrival, over the din of the wrestling match beside her. "That's how. He never died, he just... skipped. The first thing ― the _only_ thing he wanted to do was to find you, because he still thinks that the kid he knew needs his help."

Silently, Cloudkicker gazed at the floor, thinking. Maul, sporting an already swollen lip for his efforts, had finally hoisted a winded Baloo over his shoulder. Em stood up on wobbly knees, dizzied for the scuffle. "Oh, you've got to be kidding me," she panted. "Babe, this guy _can't_ be who they say it is."

"I know what you're thinking, it's exactly what I thought when he showed up at my doorstep. He wanted to find you. We tried ― by honest-to-God coincidence, we were kidnapped by Karnage on the way. When we told him what we wanted to do, he let us go and gave us the plane."

"Ye-es," nodded Em, "the heroic Red Wolf kidnapped you and just let you go, then gave you a free ride, no strings attached."

"It's the truth!" insisted Molly. "Kit, I know how it must sound, but I swear it on everything."

Groggily, and bent over a gorilla's shoulder, Baloo looked up and around, blinking. "Lemme talk to Kit, banana breath!" He rump was facing everyone else, and himself the cold steel wall, which was doing him no good. He thumped the gorilla's back. "Hey, turn around, will ya?"

"Get rid of him," Cloudkicker said coldly. He turned to make a hasty exit.

"Dammit, Kit, think with your _heart_ , not with your head!" pleaded Molly. " _If_ you still can."

Once again, he stopped at the doorway, with a sharp breath and loud, anguished sigh. Maul waited ― not like he was going to ask his boss to move ― while Baloo kicked, squirmed, and swore.

"You're not giving this garbage any consideration, are you?" asked Em.

"If it _was_ a time machine, where is it now?"

"Baloo?" asked Molly.

"On that island," said Baloo, between grunts. "Where I tried to lose the pirates, an'... Kit, you were surfin' on yer board, an' I lost ya, an' there was this weird contraption, I tripped on it..."

"Shut up," said Cloudkicker, gravely. Briefly, he covered his ears, obviously shaken by the sound of that familiar voice. He made it a point to address Molly, not the impostor. "That island's _mine_. I sure as hell never seen any 'weird contraptions' on it."

Baloo threw his arms out, exasperated. "It was there, honest!"

"And if you just listen to Baloo for a minute, you'd know it," agreed Molly.

Cloudkicker's eyes narrowed at her. "If that fat phony says another word impersonating Baloo's voice, I'm gonna stick a propeller down his throat. You bet he'd say it's on the island, because Karnage knows that's where Baloo was last alive. Dammit, Molly. Think with my heart? There's only _one person_ I never thought woulda fallen for Karnage's scams. What'd you get yourself into?"

Baloo almost piped up, but something about swallowing a propeller got the words stuck before they were spoken.

"If only this was a scam, I'd be back home curled up on my couch with a blanket and a book," said Molly adamantly. "Listen to his story. It might not make sense but it _makes sense_. The machine might even still be there, if you have to see for yourself."

"Ah-ha, now it becomes clear," said Em, rolling her eyes. "You cop up a story with Karnage, present us a phony stiff to make it believable, and I suppose we're to investigate where it's at, traveling to a particular location you suggest and totally _not_ suspecting the inevitable ambush."

"I didn't suggest _anything_ ," snapped Molly. "And I don't know who you are, sister, but I know you're not in charge. Kit, if you'd just talk to Baloo, you'd find out this is no trick. Isn't there even a _part_ of you that believes it, that wants to know for sure?"

"Or, according to you, I could go find myself a time machine," he said, in a tone that concluded he'd find a pot of gold at the end of a rainbow first. Arms crossed and back stiff, he grimaced deeply while starting at Molly, as if boring into her very soul for the truth of the matter. She met his gaze unabashedly, while the entire room awaited his decision to arrive. "Maul, drop 'm. Em, tell the driver to head for the island, you know which one. Send _Scourge_ up ahead to scout it out."

"Seriously," argued Em, sidestepping out of the way has the gorilla tiredly flung Baloo free in an avalanche of tubby fur. "She's stabbing you in the back, twisting the knife as we speak, and we're going to entertain her? It's an obvious trap."

"To what, Karnage and whatever he can cough up?" scoffed Cloudkicker, massaging his right knuckles with his left hand. "Someone wants to play a game. I'll play. Gotta admit, it's an interesting set-up. Best case scenario, Karnage is stupid enough to be there and try something."

"And worst case scenario?" asked Em.

"You find out that we're telling you the truth," interjected Molly.

Cloudkicker snorted at her, and turned to leave the cell, not taking a second glance at Baloo. Em and Maul followed.

"What about the feds?" asked Em.

"No hurry. They're not goin' anywhere."

"And if your dear friend here _is_ in cahoots with Karnage?"

Maul slammed the cell door shut and turned the lock.

"You heard her," said Cloudkicker. Through the bars, he flashed one last hard look at Molly. A warning. "She swore on everything."

* * *

"Charles? Still there?" Molly spoke through the cell bars, loud so he could here. The brig corridor had been vacant since the pirates left them there hours before. Every so often since, Molly and her fiance would call out to one another. Through their voices were distant to each other, she had plenty of time to explain how she wound up in their current predicament. He said she had, in his own words, 'gone off the deep end,' and agreed the bear in question had to be a phony, and told her to stay away from him. She gave up trying to convince him, and did not volunteer that she and 'the phony' shared the same cell.

"Still here," he replied. "All's well, considering. Nice and quiet, all limbs accounted for. The hard floor's good for straightening your back. You know, the place really grows on you after awhile."

"You're kidding."

"Not at all. I'm pretty sure I've got mold growing on my pants."

Molly grinned, despite herself, and stepped away from the door, careful not to trip on the rug that Baloo had made of himself on the middle of the floor, sprawled out flat on his back. His eyes were closed but not for sleeping, more for tuning out the world. With nothing else to do, she sat beside him, and eventually laid down with her shoulders resting against his chest. He hadn't said a word for such a long time, that when he did speak it startled her a little.

"Ya told me so," he mumbled.

"No, it's not like that."

"But ya did," said Baloo. He lifted his head and shoulders up, wearily and slowly, propped on his elbows. "Not even seein' Louie all old-like, an' you all grown up ― not even when both of ya tried to warn me ― I saw Higher for Hire _wasn't_ Higher for Hire. I saw Louie's Place in shambles. I saw Karny lookin' like a flat tire, same with Ace London and that ol' dippy Dan. But... I wasn't listenin'. I wasn't thinkin'. I was still expectin' to see _Kit_." He had raised his hand, palm level about three feet over the floor, indicating where about he would sometimes playfully scuff his young friend's ballcap. "My lil' buddy. Good gravy... the way he talked. The way he _looked_. Lil' Britches... what happened to Lil' Britches?"

Molly sensed that he didn't ask the question rhetorically; rather he despaired for a reason. "Only time, and everything ugly about the world," said she, staring ponderously toward the ceiling. "I've asked that question so many times. You know, sometimes I'll watch these programs on television in the evening. They'll be these misadventures of perfectly manicured families, or brave, righteous cowboys. Some kid will get stuck in a well, some bank robbers will square off against the sheriff, or or some nitwit husband will run amok to buy the anniversary gift he forgot about before his wife finds out. Whatever it is, in a half hour everything is wrapped up in a tidy ending, all the problems are solved, and everyone has learned their lesson. In their world, there's no bloodshed, no bad words, the good guys always win, no matter what. It's all so simple. And I'll think of Higher for Hire. Wistfully.

"I seem to remember things were all around more innocent when I was a little kid. But maybe that's how kids are supposed to see the world; or even grown ups who are lucky enough to stay kids at heart. Life just seemed so full of little happy endings, everything turning out the way you'd think it ought to, because things like family and friendship always, always win at the end of the day. But then, sooner or later, all the ugly things you're shielded from become exposed, how awful people can be to one another, that life's not scripted for happy endings. It's bitter and cynical, with awful, hard truths, greed and anger and ―"

Her musings were interrupted by an abrupt snore. Baloo was asleep. Molly sighed and rolled on her side, using his amply padded trunk for a pillow. "But love still counts for something, Papa Bear. Even if it's all we can do."

Her eyes felt heavy and she closed them, not a moment before being jostled by a quaking of the floor. When a behemoth like _Iron Cloud_ made a maneuver, it was _felt_. Even Baloo sprung up to a sitting position. "Uh-oh, what's that now?"

"Feels like we're losing altitude," said Molly. "Heaven knows where we are anymore." A heavy corridor door squeaked open, and footsteps approached. Molly and Baloo scramble to their feet at the sound of a key opening the lock to their cell.

"Molly!" Charles' voice was heard distantly. "Hey, you flea bags leave her alone!"

"You just sit tight down there, Romeo," said Em, sighing loudly to implicate a terrible boredom with his protests. "If you'll be patient, someone can get to breaking your fingers _after_ we get this baloney island search out of the way." She gestured dramatically for Molly and Baloo to step out. "On that note, the honor of your presence is requested as we disembark upon our expedition." Molly gave her a look for her choice of phrasing, which seemed to please. "Oh, you're not the only collegian who's ever picked up a dictionary, honey. Now move it. You too, tubs."

Molly went first, where four ornery, gruff pirates surrounded her. Em waited until Baloo was at the threshold before slamming her fist into his gut with a surprisingly powerful right jab. The pirates held Molly back, Baloo howled and doubled over, and his head was immediately cocked back by one of Em's pistols pressed against his brow.

"Just want you to know," she said, a sneer quivering with hate, "I'll gladly pull the trigger myself when your little charade is over. Good job on confusing him _just enough_ to be uncertain about his old friend, but I don't believe in magic. I won't let you get to him."

Baloo sucked his breath in, and straightened himself upright, groaning. He mirrored her sneer with one of his own. "Future apology accepted, lady," he grumbled. He and Molly were led through the cold corridors, a maze to them.

"Okay, I'll bite," said Molly, after a moment. "What college?"

"Barrister U."

"That's rich. From a lawyer to a pirate. There's a stale joke in there somewhere."

"The justice system is a stale joke," snorted Em. "Run my hypocrites and animals, pointing their crooked fingers at anyone but themselves."

Molly rolled her eyes. "Perused the liberal arts, too, I see. I'm guessing _drama_."

"Very funny. We're not all cut out to exhaust our talents typing away at fictitious biographies. God help you if you ever had to make a living real world, where it's the hell with your brains. I worked my tail off, and in the end it meant I was to look good, take notes, and ignore the occasional brush of a geezer's hand on my backside. I owe it to Kit for showing me what I'm capable of." At the end of a corridor, they called for and waited for an elevator to arrive. It seemed like it was taking its sweet time, the time passing in silence, for neither captor nor captive was inclined to make small talk. Shortly, though, Em was shaking her head. "It's strange to hear anyone else call him by his first name. There's not many who could get away with it."

"Huh," scoffed Molly, folding her arms. The elevator car had finally arrived. "How many people get away with calling him 'babe'?"

That made Em smirk, ever so smugly. "That'd be just one."

* * *

They were escorted to a freight elevator, which took them down until a needle of the floor indicator sign leaned all the way to one side. The fumes of fuel and exhaust burned their noses as the doors opened to _Iron Cloud_ 's main hangar, a cavernous vault that made up the majority of the airship's entire size.

All around, an entire fleet of aircraft were parked and being tended to busily; this fleet was mostly compromised of dozens of sleek fighter jets with delta-shaped wings, one engine apiece down the middle, although there was a separate squadron off to the side, somewhat larger fighters sporting two engines under their wings, painted black; these belonged to Cloudkicker's wingmen, the elect. There were four of them, and Baloo recognized them as the ones that he had bested with his Baloo Corkscrew ― the fifth one wasn't there, the one that had had flawlessly followed him through and shot him down. These menacing planes looked to be itching for a fight, with their broad, back-swept wings flexing with rocket pods and machine guns. _Iron Cloud_ was particularly infamous for its roaring jet squadrons, as the other sky pirate clans yet relied on propeller-driven warbirds, makes and models from the height of the War. Four massive lift platforms raised and lowered aircraft from the floor to outside the ceiling, where runways ran along the airship's exterior; the winches that moved the cables of the lifts hissed furiously with hydroponic rage, adding to the clamor of jackhammers, engines, and shouting.

A hefty amphibious seaplane awaited at the end of their escort, where a pirate was just boarding to assume a gun turret over the cockpit. Before Baloo and Molly were made to board, Maul came descending from the decks above, swinging hands and feet off of catwalks, pipes, winch cables ― whatever was available ― and it was quite a sight for the uninitiated; like watching a freight train do a circus trapeze act. Despite how graceful he was at it, everything he touched groaned under his weight. His feet landed with a jarring _thud_ in front of Emma Rye.

"Found a Red Wolf plane on the beach," he announced. His and Em's scathing glare turned to Baloo and Molly, who gave each other nervous, sidelong glances.

"Would ya believe we're just as surprised as you?" offered Baloo.

Maul offered, in return, a wide, sinister grin that explained he was less amused and more murderously inclined. He leaned close to Baloo's face, whose nose curled under the stench of seriously horrible breath. "Can't wait to pound you into pudding, pal," said the gorilla.

"You'd have to get in line," said Em.

Cloudkicker came sliding down a pole from the upper decks, landing his weight on his right leg. They waited on him while he approached; he made it a point to address Em and Maul, only. "There's an abandoned yacht down there, and one Karnage's planes. _Scourge_ is lookin' for the chumps that flew it. Nothing else. If it's some sort of ambush, it's the lousiest ambush I've ever seen. Go take 'em down. See what kinda game we got here."

As he limped away, Em asked, "You're not coming with?"

"I'm gonna take a ride."

* * *

The buzzards of _Scourge_ were scouring the island, groups of ultra-light copters zipping over the treetops, through the rising rocky spires, and darting around the beaches in biker-like formation. Several were swarming a yacht anchored just offshore, where a the ruins of a sinking crimson seaplane were scattered and burning. Overhead, looming just below the bottom layer of an infinite ceiling of dark gray rain clouds, _Iron Cloud_ and _Scourge_ slowly circled opposite of each other like mechanical doppelgangers of the sun and moon.

The smell of fresh fallen rain mixed with salty sea mist carried in the wind where the pirate seaplane had beached on the shore, the sand on the beach wet and battered; it made crunching sounds where Baloo, Molly, and the pirates made deep footprints. Baloo recognized where they were, looking at where a rising cliff split in two and made the end of a ravine; he was at the very spot he had last landed and last saw the _Sea Duck_. And while he didn't know what the big boat was doing there, he did recognize the destroyed plane next to it; he had Molly had been kidnapped in it at Cardy's Port, and he had flown it himself on Karnage's sortie over the Miniversal factory. His gut told him that, and he believed it, that plane being around and discovered wasn't doing him any favors.

"All right, enough stalling, tubs," said Emma Rye, hands on her hips as he eyed Baloo with the deepest incredulity, "Here we are. Where's this time machine of yours, as if we didn't know?"

Baloo shrugged. "Didn't exactly map it out, sis. I was runnin' for for my life when I found it."

Em brightened at that. "Oh! So that's how we find it! You running for your life."

"We can make it happen," growled Maul, shoulder muscles bulging from under his denim vest. He had a giant spiked club slung over his back as his choice of weapon; guns, even big ones, typically weren't designed for hands like his.

"At least give him a minute to think," said Molly, who kept fast to Baloo's side. To the big guy, she muttered apprehensively, "Baloo... will you please _think_ a minute so we can find this thing? Our necks are stretched over the block right now. No pressure."

Baloo swallowed and scanned the beach, then pointed vaguely ahead. "I was lookin' for Kit, an' I climbed up that cliff, I think, for starters..."

Several gunshots rang out _pop pop POP_ beyond the cliffs. Everyone scanned around, but it was Em's feline ears that zeroed in on the sound's direction.

"Those weren't firecrackers," grumbled Maul.

"I think we just made acquaintanceship with some Red Wolves," smirked Em. She was the first to start off. "Come on, fellas, let's not be late for the party."

They followed the cliffs to the right, sand and beach grass eventually giving way to soil and mud as the shore grew more distant, then crossing into a green wall of fern and trees. Em led the way, Maul beside her, huffing and puffing as he tore apart any trees or foliage in his way with his bare hands, and Baloo and Molly following with the prodding of the other henchmens' guns at their backs. From there they trekked uphill, by then following the sound of distant clamoring voices and amassing buzzards; the latter hovered above the treetops as they came to a grassy clearing.

Captain Komodo and several of his henchmen from _Scourge_ were there, and they had prisoners, two of them. Baloo and Molly gasped, as they knew one of them, the fox Felix. He bled from his nose and was sobbing inconsolably. The other was an older, gray-haired otter, cowering beside Komodo's wielded saber, wearing a Aloha shirt, bright blue with patterns of pink flamingos, buttoned all the way to the top with a yellow bow tie at the collar, and khaki shorts. In a game of _which one doesn't belong_ , he won.

The lizard smiled at the new arrivals, showing small, triangular teeth, and gestured, as if presenting, his catch. Em, noticing Baloo and Molly's reaction, narrowed her eyes knowingly. "Well. Perhaps you two can introduce us to your friends." Maul, without further ado, shoved them with the others captives.

Molly was taken under Baloo's arm. "What on earth are you doing here?" she asked.

Felix wiped his eyes, and stiffened his lip, as if remembering his valor. "The Wolf sent us here to look for the time machine, a special mission, _us_ , b-but..." He sniffled, and lost his composure; tears fell freely. "They shot Joey. M-my buddy, these bastards shot 'im."

"Bagged us a big one," snorted Komodo. "Stupid bull tried to charge us. Didn't make it more than two steps."

A rotorcraft, not one that was already there and hovering, came swooping down and made an abrupt landing. It was Cloudkicker. In less than two seconds, he had his buzzard turned off, swung his good leg around in a dismount, and had monstrous shotgun unslung from his back and ready to fire. This weapon, christened _Doomshot_ , was infamously known and recognized for bloody brutality every bit as much as the famed sword _Excalibur_ was associated with chivalry in a bygone era. By most resemblances it was a shotgun, though artisan in its creation, whereas it had a big revolving chamber for eight shells, and carved bone-colored ivory encasing its grip, stock, and the sides of its gaping black iron barrel. Three saber-like bayonets stretched from around the center of the barrel and well beyond the muzzle, forming, when not a vicious skewer, a clawed tripod that its bearer used to assist his walking.

He wore a bandoleer from shoulder to hip, which stored over a dozen shells the diameter of golf balls over his chest. Tiny tatters on his black leather jacket, worn-out rends from cut and bullets, fluttered in the breeze. No one spoke as he approached, they waited for him to speak instead. While _Doomshot_ was aimed at no one in particular, he grimaced at the four captives, much so at Felix, whose belt buckle bore the Red Wolf's insignia, but it was the otter that piqued his attention. He waved the surrounding buzzards off, and the overwhelming buzz of their rotors fled away obediently.

"Well. The plot thickens," he said. "Who are you supposed to be, Karnage's fashion consultant?"

"N-no sir," said the otter, shaking his head nervously, looking up. "Never met him."

"But you've met his pets." Cloudkicker gestured at Felix with his gun.

"They... they pulled me out of a bit of a spot. I seemed to had fallen into a pit. They heard my cries for help."

"That's your boat out there?"

"Yes. Yes it is," the otter replied. Cautiously, he straightened up. "M-my name is Doctor. Doctor How."

Cloudkicker suddenly eyed him curiously, as if his voice triggered an uncertain memory. "Have we met?"

The otter swallowed and hesitated. "Well, technically, yes. Once, long ago."

Someone made a sudden movement. It was Felix, and before anyone could blink, he had pulled his revolver from the back of his waistband and grabbed Molly by her wrist. His gun was pointed at Cloudkicker's face. "All right, youse scumbags!" he screamed, voice cracking. "Back off, all of yas, 'cause me an' these guys, we're leavin' this place, see?"

Instantly, Em drew both of her pistols from her hips, Maul tightened grip on his spiked club, Komodo raised his saber back, and the other _Scourge_ rabble raised their weapons as well. With a mere flicker of his hand, Cloudkicker waved them all off, unflinching. The fox had not pulled his aim away from him.

"What are you doing?" gasped Molly. Even Baloo reached over from behind Molly to grab his shoulder. "Hey, buddy, no!" he hissed. "Put it down!"

"You ever killed anyone before?" Cloudkicker asked coolly.

"Y-yeah, lots," stammered Felix. "All bad guys, like you."

"Nah, you're scared," darkly smirked Cloudkicker. "The gun shaking, the look in your eye. I know the feeling, what it's like before you finally cross that line. Ah, that line. You feel yourself being pushed over it, and it's terrifying, because once it's done, you can't ever go back." Walking the bladed muzzle of _Doomshot_ along the ground, he took two steps toward the fox, leg brace creaking. "I'll tell ya one thing, sooner or later, it gets easy. Watch." In one smooth motion, he raised _Doomshot_ , outstretched with his right hand. The blast from the gun was fiery and scorching. Molly screamed; at one instant Felix was gripping her wrist tightly, the next instant he had disappeared, vanished in a crimson mist.

Maul shrugged his trunk-like arms into the air, his massive club inadvertently sending a _Scourge_ goon flying into the trees. He didn't even notice. "Another fanatic we could've squeezed some answers out of," he said.

"Squeeze away," shrugged Cloudkicker. "At whatever's left."

"It wouldn't hurt to take _one_ Red-worshiper alive, just to try it once."

"Try it when I'm not around."

Molly couldn't stop screaming, despite both of her hands covering her mouth. Baloo promptly wrapped her tight in both arms, burying his cheek against her head, and let her screams and sobs muffle against his jacket. He was terribly aware that she probably felt him quaking, too, and was not much comfort. "We never shoulda come," he muttered. "I'm _sorry_ , you were right." His heart sank and hurt at the sound of the pirates guffawing at what had just happened, celebrating what _his navigator_ had just done. Just then, a rough hand that stank of burnt gunpowder clasped him under the chin and pushed him hard and onto his backside, practically ripping him away from Molly. Cloudkicker didn't even look as he pinned Baloo down with _Doomshot'_ s blades against his chest; instead he glared at Molly.

"What've you gotten into," he asked her. "I've played this little game, now give. What's it all for?"

It took her a moment to compose herself enough to speak, and even then, her teary eyes were squeezed shut. "He was _harmless_. You didn't have to do that."

"Don't." He cast a scolding, extended forefinger close to her face. "Don't even _pretend_ to know what I hafta do." Then, after an awkward pause, he was apparently conflicted in how to proceed, accustomed to an air of brutality that he was struggling to rein in. He put his left hand on her shoulder, a vain comfort, over spots of the blood he had just spilled. "You know this is what I deal with. Now I'm gonna _shred_ this phony bastard next unless you got a _really_ good reason not to."

Molly was quick to swipe his hand away from her shoulder. Her reddened eyes burned him with a seething abhorrence. "I told you," she snarled, "it's _Baloo_. And if you hurt him, you might as well do me in too, you son of a bitch, because so help me _I'll_ be your worst enemy."

Cloudkicker recoiled at that, the rough features of his face twisted with uncertainty. Such didn't change when Emma Rye came up behind him, wrapped her arms around his waist and playfully put her chin against his shoulder. "If we take her up on her offer," she sang in his ear, "we can be back up home in time for lunch."

"No, she believes it," muttered Cloudkicker. He glanced down at Baloo for half a second before quickly turning his head away. "It's a damn convincing look."

"Well we can at least settle that whatever this scheme was," said Em, "there's no time machine here."

"I... I might be able to clarify a few things," a meek voice piped up, quivering and panting. It was the otter, who had taken ridiculous cover behind a scrawny bush that left him as hidden from everyone else as the sun on a summer afternoon. "P-please, can we _please_ put the guns down for a moment?" It was an unheeded requested, nonetheless he nervously stepped forward. "Mister... uh, Cloudkicker, sir... I don't know the young lady here, or how she would know, but what she told you is correct. There _is_ a time machine on this island. It's mine."

A murmur arose from the pirate rank-and-file, who had by then gathered around in a semi-circle. The otter continued, "And... the gentleman on the ground, Baloo, I presume... he... well, twenty years ago, he somehow activated it. He had no control over the outcome. Per my project, my device was set on _cruise control_ to jump in twenty year intervals, and twenty years ago, to my dismay, it jumped without me. Of course I knew the exact date it would reappear, and I had no choice but to wait for it.

"So, wait I did, for twenty years. Oh, they've gone by so ― anyway. It was finally due to reappear two days ago. I figured I would have to get my device out of the weather to give it a proper inspection, so I hired a pilot to discreetly help me transport it to my lab in Port Largo. I was all set to meet Baloo as soon as he arrived, to explain everything to him, and see about sending him backwards in time as soon as possible. But, I, uh... before my pilot arrived, I somehow managed to lose my footing and stumbled into a crevice. I couldn't climb out. I was stuck in there for two days, until I was finally rescued today by..." He looked to where Felix once stood, and the red stains were strewn against the foliage. The otter's face fell into a sickly pall. "Oh, my. What have I started."

While the otter anguished over what had transpired, all eyes fell on Cloudkicker. All the while, the business end of _Doomshot_ had never deviated from Baloo, not until then. It slowly, steadily swung to meet the face of the otter, which broke him out of his anguished mutterings and into a state of fervent alarm and alertness. He threw up his hands like his was amid a hold-up.

"And I suppose you'll take us right to this 'time machine,'" grumbled Cloudkicker.

Doctor How's brow knitted, and he seemed to gathered his meaning. "Son, I have nothing to do with your beef against Don Karnage, or anyone for that matter." Immediately after saying that, he bowed his head and cringed. "Well... that's probably not true at all, actually. But this is no _ploy_. In fact, I _won't_ show you to the time machine. I don't know one end of this island from the other, anyway. But _my assistant_ can show you. And I think once you see her, you'll have a better understanding of things."

"Ah, so now there's an assistant out there somewhere," scoffed Emma Rye. "Another twist of the rabbit trail full of nothing but rabbit turds. Good grief, can we _leave_ before we all get poison oak?"

"I agree," said Maul. "If Karnage set this up, we'd know it by now. This is something different. I don't know what, and I don't like it. This crazy little worm, in his bright shirt and unassuming appearance could be leading us into a trap of his own, even at the risk of his own hide. I say we take off and have the _Cloud_ shell the place for good measure."

As Cloudkicker shrugged his shoulders slightly, considering their advice, the otter stiffened his back at them, defiantly. "Gaia, come out here, please."

The pirates snickered. No one answered the call, and when they looked around, they saw no one. But then...

"I don't think that's a wise course of action," a female voice said from... _somewhere_.

The pirates started, even Cloudkicker. Guns were raised and aims swept over their surroundings, except for _Doomshot_ , which inched closer to the otter's face, almost close enough for one of its blades to scratch his nose.

"It's a _very_ wise course of action," Doctor How insisted, staring cross-eyed into _Doomshot's_ muzzle while a bead of sweat broke over his brow. "Get over here!"

Despite their looking hard in every direction to find the mystery lady, half of the pirates didn't see what emerged from behind the flora, and the other half couldn't believe their eyes at what they saw. Baloo blinked... "The talkin' mosquito!" he blurted.

It floated in the air silently like a ghost, a silver, mirror-like sphere the size of a baseball, bobbing as it traveled like a fishing float atop a lazy, gentle stream. It rose to a height of about five feet from the ground before coming to a hover above the otter's head. Awestruck mutterings among the pirates circulated around, and even Cloudkicker had lowered his menacing shotgun. "Sir. I am not a mosquito," it said.

"Now that's some toy," Cloudkicker said, deadpan. "How does it fly?"

"My mobility system is carbon-free electromagnet gravity repulsor," replied the sphere, a bright blue, horizontal line flashing, growing and shrinking in sync with its words as quickly as it spoke. "I am capable of levitating over any dense surface, although to you it looks like I am merely floating along like a typical helium-filled balloon. I could attempt to explain it to you, but I'm afraid your contemporary understanding of basic quantum physics is collectively... lacking in substance."

There was a silence while the pirates glanced around at one another. Maul grunted. "I think it just called us dumb."

"Gaia, _do_ try not to insult the nice, dangerous people," muttered the otter, scowling at the sphere.

"I honestly meant no offense," it said, then zipped directly in front of Cloudkicker. "I shall introduce myself. I am a Galactic Artificial Intelligence Assistant, familiarly known as Gaia, brought to you by Galactic MacAppleSoft, registered trademark." Like fish swimming precariously past the tentacles of an octopus, the sphere named Gaia was snatched in mid-air and caught in Cloudkicker's hand. He observed it hard and curiously. " _That_ was highly rude and unnecessary," it protested.

"What is this thing," he muttered.

"This _thing_ is perfectly capable of receiving your questions directly,'" it said. "And please don't squeeze so hard. You may void my warranty."

"There's got to be someone on a radio, somewhere," offered Em. "Where's the speaker on it?"

"I beg your pardon, Miss Rye," who started when she realized this thing somehow knew her name, "my audio projection system is a hyper-definition nano-pulse emitter. Speakers are _so_ twentieth century."

"Gaia is my right hand," interjected Doctor How, apprehensively ― and helplessly― watching the strength of the pirate boss' fingers test the resilience of Gaia's shell. "She's a personalized super-computer that can perceive and express like a real person. She knows practically everything."

"If _practically_ is what you refer to as a database of every preserved document since meat learned to write," said Gaia, "and the ability to process information at six and a half peta-hertz. Yes, I _practically_ know everything."

"Where did you get one of these?" asked Cloudkicker, eyes narrowed at the device.

"Oh, _everyone_ has one where I come from," said the otter.

"And where would that be?"

"The middle of the twenty-fifth century. Precisely, from where we left off, the year 2437."

With a groan, Cloudkicker's knees seemed to grow weak. He stabbed the barrel of his shotgun into the ground and leaned on it. His eyes looked to the ground, blankly, and slowly followed an invisible trail that led to where Baloo was standing; he made it about halfway before turning back to the otter.

"May I be released now?" asked Gaia.

"No." Cloudkicker chucked the sphere to Maul, who caught it in his giant mitt of a hand.

"Oh, joy. This one has sweaty palms." Gaia made a series of quick whirring and beeping sounds. "Coincidentally, or not, I also detect that he ought to wear glasses."

Cloudkicker straightened his back, unhinged the revolver of _Doomshot_ and, for the show of it as much as anything else, made sure the otter watched him take a shell from his bandoleer and load it into the empty slot. "You owe me a time machine, _Doc_."

The otter nodded, timidly. "Gaia, I assume you have it tracked?"

"Of course." The sphere made a buzzing noise, and Maul, startled by its sudden vibrations, began handling it like it was hot as a smoldering coal, fumbling it in his fingers and turning his palm up. The sphere then emitted a translucent beam of blue light straight vertically upward, where at the end, like a flower blooming upon a stem, it formed a large glowing arrow, pointing northward. "It's that way," said Gaia.

The only mouth not hanging loose about the jaw at that point belonged to Doctor How, and perhaps his assistant, who technically didn't have a jaw to hang. Cloudkicker experimented by reaching the barrel of his weapon through the beam of light, and while the blue shine suddenly ignited intensely under the barrel of the gun, the arrow disappeared, cut from its source; it reappeared in full form the instant he withdrew the weapon. He wiped his eyes with the heel of his hand, and squinted in the blue glow. "Hold on to that thing," he muttered. Maul grunted an affirmative.

Baloo clung onto Molly, and watched as Doctor otter led the way, starting through mud and trees in the direction the glowing arrow pointed, followed closely by the sky pirate hierarchy and the bulk of their henchmen. If for but a moment, they all seemed to had forgotten about him, passing by without so much as a glance. Though he was in plain sight, he stayed still as a statue, even holding his breath, as if his any movement would get him spotted. It was working, somehow ― or at least he thought it was until the saber blade of Komodo rapped him on the shoulder. So much for that slim hope. Baloo groaned and sunk his chin against Molly's head. Orders from the lizard weren't necessary at that point, but Baloo's feet felt like to him to have grown roots; all he could think about was how much he didn't want to go with them, and he kept his eyes closed as if he could wish himself away.

It was Molly who gently tugged him along, before Komodo's snarling glare evolved into a measure more violent. He felt her hands, soft and warm against the wind, cup his neck. "Kit doesn't want to see it or know it," she said, fighting a tone of uncertainty in her own voice while intentionally trying to ignore the bloody mist splattered on her sleeve. "But he will. We can't have come this far for nothing."

Baloo teetered forward in small steps, eventually evolving into a staggering, weak-kneed gate that used Molly's shoulder for support. "I shouldn'ta come," he muttered numbly. "You were right, I shouldn'ta..."

"Stay with me," hissed Molly.

Baloo's voice cracked. "He _shot_ that guy... j-just... like nothin'."

"But it started when he thought you were killed," Molly said quietly. "Baloo, that talking orb, there _is_ a time machine, I'm convinced. Kit's going to _know_ that you were never murdered."

"An' _then_ what? Nothin's gonna bring back that guy he killed."

"I don't _know_ what," snapped Molly. "All I know is we're _way_ past the point of no return."

At length, Gaia led them through a seemingly aimless path under the shadows of trees, then down a slippery, muddy slope into the clutches of a gully where a stormy breeze from above was channeled into a biting wind. The machine was there, cold and wet from rain, atop a crushed padding of fern, met with dozens of ogling eyes. Despite the gloom, it sparkled in a silvery sheen.

"That's your bathtub," said Molly, remembering Baloo's earlier description, and agreeing with it for its overall shape.

"That's the one," nodded Baloo. The device had no wheels or wings, no apparent means of mobility. The oblong 'tub' had a seat and console up in the front half, teaming with switches, levers, and buttons, then the half behind was a flawless metal sphere, upon which Cloudkicker, the first to approach it, placed his hand. The sphere would not smudge and was dry as scorched desert sand. Leaning into it, he drew his face close, staring into the warped, rounded reflection as if peering into a dark abyss; he was looking at Baloo, but then averted his gaze with a visible shudder.

"How does it work," he asked flatly.

The otter drew a breath, as if preparing to offer a lengthy explanation, but Gaia interrupted. "It doesn't, quite," said the orb. "I detect the quantum drive battery is critically depleted."

Doctor How seemed more unnerved by that than at the menacing pirates surrounding him. "What? _How?_ "

"It would seem the quantum accelerator was activated without disengaging the singularity transmission brake. The ensuing power conflict and eventual override resulted in a catastrophic energy expenditure."

"The brake is supposed to safeguard the accelerator from activating at all."

"Correct. However, as you know, the safeguard has an approximate 0.000000001% chance at critical failure, and it appears to have hit bingo."

The otter turned to Baloo with a look that was both scolding and dumbstruck. "You had one _billionth_ of chance to break my machine. You succeeded in breaking it!"

Baloo blinked at him, momentarily confused upon whether or not he was being congratulated. "Well... pick a better parkin' spot next time!"

A growl of a voice shushed them, though his back was still turned to them. "Can it be fixed?" asked Cloudkicker.

"Structural integrity of all components remains at 100%," answered Gaia. "But it is not so simple as to ―"

"Can it be _fixed?_ " Cloudkicker asked, a tone that warned he would not repeat himself again.

"Technically, yes, it is a repairable issue. In fact..." Muffled from the clutches of Maul's palm, Gaia beeped the melody of the first three quarters of _Po_ _p Goes the Weasel,_ and from somewhere on the machine, it responded in kind with the last portion of the tune. Then, it suddenly hummed to life, and Cloudkicker was taken aback when buttons on its console lit up in blues, reds, and greens. Bright blue lighting from out of nowhere flashed from the large sphere, and like a invisible giant hand gently lifting it, it slowly and smoothly rose two feet from the ground before an awestruck audience. "Presently it can still do everything _except_ time travel. Unfortunately, aside from this demonstration of mild levitation, time travel is about the only other thing it's capable of."

Watching the demonstration, Cloudkicker began teetering on his good leg and hunched over the butt of _Doomshot_ as if he were about to be sick. "No, he's... dead," he breathed. Em went to his side and wrapped her arms around his waist. "Get rid of them," she ordered to everyone and no one in particular. "Now!"

The gathered crew from _Scourge_ and _Iron Cloud_ , bearing their guns and blades, surrounded Baloo and Molly with deadly intentions. "Kit, stop this," pleaded Molly. But the wall of pirates enclosed on them further, and Cloudkicker turned a deaf ear. "He's not dead. Baloo, tell him something only you would know!"

"I dunno what to say," stammered Baloo. A shot from Molly's elbow into his gut prompted him to think about it. "I dunno! C'mon, Lil' Britches, it's me! Ya... ya... like cloudsurfin' an' hate broccoli. I got ya that model plane ya wanted for yer birthday, remember? It was silver! I, I..." It wasn't convincing. Baloo wrapped his arms tight around Molly and hunched down on her like a shell as the pirates seemed about to lunge at them like hungry wolves. "Ya got all C's on yer first report card and ya hid a box of vanilla wafers under yer bed!"

Cloudkicker raised his head and staggered around, one hundred-eighty degrees. His eyes were glossy as he faced Baloo. "You knew about the wafers?" The sudden softness in his voice, obviously uncanny to the pirates, froze the henchmen as if an unsaid halt order were just given.

Baloo shrugged, forcing a grin that could not keep from quivering. "Guess ya didn't notice a few of 'em were missin'."

 _Doomshot_ fell to the ground from limp fingers. Cloudkicker staggered in a writhing circle, the heels of his hands rubbing deep against his brow and temples, quelling an apparent sudden anguish in his head.

"Babe?" Em glanced from Baloo to Cloudkicker multiple times.

"Anyone else had enough fun and games?" snarled Komodo. Without ado, he cuffed Baloo on the back of the head with the hilt of his saber; Baloo was knocked to the ground, inadvertently dragging Molly with him. Komodo raised his saber for another blow, that of the slashing, neck-severing kind. In his disorientation, Baloo only faintly heard the brace on Cloudkicker's leg creak.

It happened in a dark blur, the lizard seized upon so quickly that Baloo was hardly aware of what transpired until it was over. Komodo's arm was grabbed before the strike fell, twisted back and _cracked_ with the ripping of cartilage and sinew; his cry of agony was stifled just as quickly as his face was driven into a boulder. The impact made an ungodly squishy, crunching sound. Cloudkicker breathed like a raging bull, stalking over the lizard should he get up. "No one, _no one_ , lays a finger on him," he roared. No one dared make a sound, save for Komodo, commander of the _Scourge,_ who gurgled his last in the mud.

Cloudkicker swore vehemently under his breath, and held out his hand expectantly. Maul handed him back _Doomshot._ " _Scourge_ needs a new captain," he told the gorilla.

"Looks like," mumbled Maul, rolling his eyes.

"I want it working, and I want to know how to make it work," said Cloudkicker, pointing his weapon at the otter's chest. Any tone of uncertainty or emotion from the previous moments was suddenly gone, replaced by the voice of a hardened leader. "Backwards, forwards, everything. Once that happens, you can go on your way, with compensation. I think we kinda ― _broke ―_ your nice big boat out there."

Doctor How could not utter a protest, though his face read that he had a thousand of them, none of them more convincing than a slug from that gun.

"Get this thing on the ship," ordered Cloudkicker. "Get 'em all back up there." He slung _Doomshot_ over his shoulder, and made a conspicuously hastened walked back the way they had come. It seemed he could not leave this area fast enough.

"Wait a minute, what are we supposed to _do_ with them?" asked Em, catching up to him. He did not answer her, but just kept walking away, fast. She and Maul exchanged grim, concerning looks.

Meanwhile, Baloo cupped his head, being helped up by Molly. "What just happened?" he asked.

Molly looked through the trees, watching the world's most dangerous outlaw and his hasty retreat; a phrase came to mind, _running like the devil was after him._ "He finally believes us."


	8. Chapter 8

**Chapter 8**

"Be sure to tell your boss _thanks_ for nice room," grumbled Molly. The two thugs who ushered her in and shut the barred cell doors could not have cared less. Across the corridor in the cell facing her's, Doctor How and his computerized assistant were also newly incarcerated.

"Do you really think _you're_ in the best position to complain?" said Gaia, locked in an old, rusty bird cage, which was set on the floor just outside the otter's cell. "I'm having considerable square footage issues." Doctor How meanwhile paced around with a litany of _oh dears_.

"Molly?" The distant, worried voice came from down the hall. Charles, whom for all that had transpired within the last hour she had nearly forgotten about. "What happened?"

 _Oh, nothing. Kit killed a few people and picked up a time machine on the way home. What's new with you?_ "I'm okay," was her morose reply. "You?"

"Same. More inmates?"

"More inmates," sighed Molly, then she cringed. "But Baloo... oh, where could they have taken him."

"He was escorted to a private room, where he is currently being offered a meal," answered Gaia, much to Molly's surprise.

"What? How do you know?"

" _Someone_ has to pay attention around here."

"Gaia, be nice," scolded the otter. Sweeping his feet to the cell bars, he explained, "Gaia, you see, has an extraordinary sense of perception, about a thousand times better than yours or mine. She can pick up any source of electronic communication, can virtually see and hear through walls, and can track countless conversations at once."

"If I had a face, I'd be modestly blushing," said Gaia. "I am, however, hard coded to extend full credit of my sensory capabilities to the genius engineers at Galactic MacAppleSoft, registered trademark."

"No matter how much you pay, you never get rid of the ads," muttered the otter.

"You're really from the future," mused Molly. "Your name is How?"

" _Your_ future, anyway, yes," said the otter. " _Doctor_ How, at your service. For what it's worth behind these bars."

"What are you a doctor of, if you don't mind my asking?"

"Oh, just your standard high school PhD, really," shrugged the otter. "Nothing special."

"You became a _doctor_ out of high school," said Molly, incredulous.

"Everyone does," nodded he, quite sincerely. "Well, five hundred years from now, that is."

"Technically, he became a Doctor at birth," said Gaia. "That's a little joke. Ha ha."

Molly waited for an explanation, but Doctor How only groaned, like the way one might at that one family member who you saw once or twice a year on holiday and who couldn't quite help but embarrass you in front of everyone.

"His first name is Doctor," said Gaia.

"Your name is Doctor _Doctor_ How?"

The otter gave a face that he was a little bit offended at her incredulous tone. "It happens to be the third most popular name in the country. Or it will be, anyway. Give it a few centuries, you'll see."

"And here's the proof" offered Gaia, and suddenly the orb emitted an image, a holo-photo, in mid air, showing the identification to the name of one _Doctor How_ , and the poor young man in the image happened to take an unfortunate sneeze as the picture was snapped.

"Gaia," grumbled the otter, "Put. That. Away." The image vanished.

"Miss Cunningham," said the orb, floating and bobbing at the top of its cage, "I also happened to detect the change in heart rate in the concerned gentleman down the hall once he heard your voice. I presume you are acquainted. Affectionately."

Molly gawked at the orb incredulously. "You..."

A melodious chorus of music suddenly filled the corridor, a voice crooning, _Oooh, my love... my darling..._ Holographic hearts sprang from the bird cage, dancing in mid-air and and illuminating the corridor in a pink glow.

"Gaia!" Doctor How reached with his toe and jostled the bird cage. The music stopped. "Stop that! What's gotten into you?"

The orb morosely sank to the bottom of the cage. "Sorry, I'm not quite myself. I believe I may be experiencing some aspect of cabin fever, or its bird cage equivalent."

"Someone mind telling us what's going on over there?" asked Charles. Gaia suddenly perked up, zipping back to the top of the cage. "Oh! I'd love to!" it chimed. "But, _the boss_ is here. Everyone look busy."

Cloudkicker was leaning on the jamb of the iron doorway, shifting glances between the two cells. He sauntered into the corridor with a limp and a smirk, _Doomshot_ slung over his shoulder and smelling strongly of burnt gunpowder. Unremarkable henchmen scurried behind him and unlocked the otter's cell door.

"Kit, where's Baloo?" demanded Molly.

"Not my day to watch 'im," shrugged Cloudkicker; he had his back intentionally squared at her as he addressed the other cell. "Sorry for the mix-up, Doc. I didn't mean for you to get thrown in here with... the rabble. I got a crew that aren't exactly the fastest propellers on the plane." Seemingly amused at the sight of the orb in the cage, he picked it up, looked at it appreciatively for a moment, and handed it to a lackey. "Although the ol' bird cage was kinda clever. We'll keep it like that."

He pushed the cell door open, hinges creaking. Doctor How, however, fidgeting his fingers into squirming little balls and overwhelmingly unsure of his own fate in the hands of the pirate clan, was not inclined to move beyond the middle of the floor.

"It was you," said Cloudkicker. "I always wondered who got me off that island. You saved my life."

The otter did not move his gaze from the floor, though his brow knitted in an expression of him contemplating the consequences of his decision that day. "I... I did." It sounded like more of a confession, which did not go amiss.

"Thank you." Cloudkicker coolly proffered his hand, and waited with the statuesque patience of a camouflaged predator for the otter to accept it. Doctor How did, albeit apprehensively, nodding as he looked up at the narrowed eyes of the most wanted criminal in the world. His knees suddenly turned like jelly when Cloudkicker's hand tightened, and the latter's face bristled with a savage grin. "Too bad you waited twenty years to let me know Baloo wasn't dead, but _bygones_ , right?" He then let go of the otter's hand, and gestured with his head toward the henchmen. "Follow these guys. You and I got a lot to talk about."

Reluctantly, the otter complied, tail dragging, watching helplessly as the pirates abscond with Gaia and the bird cage. He turned to his captor. "Please, I think I know what you might want. But you can't play with the TASTI."

Cloudkicker's nose wrinkled. "Tasty what?"

"No, _the_ TASTI, with an I. As in, the _Time and Space Travel Instrument_."

"You named it... tasty."

"Well..." The otter's face became warm. "Admittedly it wasn't my first choice."

Gaia interjected with an explanation, "But it turned out _Time and Relative Dimension in Space_ was already copyrighted."

"Yes, and we never could find out by whom."

"Who," said Gaia.

"Huh?"

"Never mind."

"Don't give a damn what you call it," said Cloudkicker. " _Playing_ with it isn't what I have in mind." His narrowed eyes followed the otter's exit from the corridor.

"What about Baloo?" Molly asked him.

"Don't know."

"Aren't you even going to talk to him?"

"I'm busy."

"Oh, you're _such_ a chicken," she said. "You pulled the same crap with Mom." If she was trying to strike a nerve, it worked. Cloudkicker lunged toward her cell with such a menacing haste that she recoiled from the bars.

"And you can just stay locked up for a while, _pigtails_ ," he hissed. "I told your mom the same thing I told you, stay away for your own good, and I _meant it_. You showin' up in a red plane like that, you're damn lucky you didn't get _shredded_ before I realized who it was. You were _this close_ to shark food, and you knew better."

Molly crossed her arms and scoffed at him. "Gee, I almost forgot how much you care."

Before she even finished that sentence, he said, "You have no idea."

Molly made a face at him and turned her back; she expected him to leave at that point, but he didn't. She found him staring with his chin over one of the horizontal bars, perhaps caught in a moment of reminiscence.

"At least one of us doesn't," she said, stepping closer to a face she had not seen in years, incredulous at the changes, pining for the familiar. "I don't know _how_ to feel about you. As much as I hate everything you do..." With a slow caution like risking her fingers being scalded, she reached up and touched his cheek, where feint traces of shrapnel scarring speckled his facial fur. He was statuesque, but for the lack of recoiling or shrugging off her touch, his allowance indicated, in its own, steely way, a measure of affection. "Tell me my brother's still here, somewhere."

For a moment, for what to Molly seemed to be a long moment, growing increasingly awkward and uncomfortable, he said nothing and did not move. She was about to question if he was okay. Then, a slight, half-smile. "Tell _me_ something," he began quietly, a whisper that seemed to Molly to indicate she wanted her to draw her ear closer. She did. "What did Karnage want from you?"

Molly pushed herself away from the bars, disgusted. "Really? _That's_ what you have to say?" In reply, she received more of the same steely silence. She returned to the bars, pointing her finger into his chest. "Believe it or not, he gave us the plane because he agreed that you seeing Baloo might... _help_ you."

"What did Karnage _want_ from you?" he asked again.

The way he had asked it made her realize that Kit Cloudkicker knew Don Karnage probably better than anyone, and he was calling her out on it. He did not expect for one instant that Karnage's seeming noble acts were without ulterior motives. No matter what she believed, she couldn't prove him wrong.

"He wanted Baloo and me to snoop around about the bomb," she admitted.

Unexpected to her, his face brightened, quite pleased. Amused, even. "What's he think he's gonna do? Steal it? Hell, I'm tempted to let him know, if it would finally draw him out in the open. His little pussyfoot hit-and-runs get old. Where's his hideout?"

"H-hideout?"

"Ah, yeah. You know exactly what I'm talkin' about."

Molly shook her head coolly, assuming her best poker face. "I'm sure he has one somewhere, but we only saw the _Iron Vulture._ It never landed."

Cloudkicker tilted his head slightly, eyes narrowed, trying to read her expression and find a lie therein. "Wonder if Baloo would have the same answer."

She scoffed at him. "You'd have to actually talk to him to find out."

With that, and a smirk, he turned his back to her.

"How do you think this ends for you, Kit?" she called out after him. "Do you ever think of that? Do you ever think about how _we_ feel about it, just waiting to hear about it in the news? Kit, _please_ don't just walk away from me!" She at least got him to slow down to a near stop. His ear cocked to her direction; her voice cracked as she spoke. "What's it all for? Do you even know anymore? One day there's not going to be a bomb big enough to scare them. They'll come after you, until you're dead."

"That'd be a hell of a good fight," he said. Just before he disappeared behind the doorway, he offered this: "The bomb's right here on this ship."

* * *

Sometimes _d_ _éjà vu_ worked in the stupidest ways. Baloo was stuck in a fuzzy memory of last Halloween, when he and Kit visited a festival featuring a spooky funhouse decked out like a haunted mansion. As they crept through the maze of dimly lit halls, something or someone wicked would inevitably jump out from behind the furniture and act like it was about to give chase. Baloo would jump and yelp, Kit would laugh and keep reminding him, _they're just costumes and pranks, Papa Bear._

He would have found those words from that voice worth the entire world right now, lumbering down a windowless corridor, where iron I-beams rose from the floor to ceiling every few yards, and he feared behind each beam there was a jump... a claw about to reach out for him, a monster about to sink its fangs into his neck... but there were no pranks, no costumes in his haunted house. The monsters here were real.

He came to the room that the henchman directed him toward, only telling him _he wants to talk_ ; the henchman would only escort him so far, turning away at a certain point as if in fear of breaching an unseen boundary. That lonely stretch of corridor was the first time Baloo had not been eyed by one creepy thug or another. The the heavy iron door he stood before was ajar. He uneasily put his palms against it, hesitant to push. He had no idea how far the fall would be on the other side, but he was sure one awaited. It took courage to open the door.

The foyer that he stepped into had unpainted metal walls, and a large map of the world hanging from the far wall, illuminated by spotlights on the ceiling, between two archways that led into other rooms. There were handwritten notes scrawled all over the map, and, conspicuously, a cut slashed over one particular location. Geography wasn't Baloo's forte, but by perusing the basic drawn shapes of the land masses over his years of piloting, he could at least pick out where Cape Suzette was, and found it... and noted that the slash was to the lower right of the Cape. Particularly, compass-wise, it was about 1-6-0 South-Southeast from the Cape. He had been there before. It was Pirate Island.

A circular table in the center of the foyer was stacked with maps folded and unfolded, and cluttered with navigational tools, pens and pencils. It would seem Little Britches was still quite the navigator. It would also seem his interests had expanded, for the side walls of the foyer were adorned with weapon racks, guns and blades on display, some simple, some ornate.

He heard a woman's soft giggle coming from somewhere beyond the archway to the left; the sound was haunting to his ears and made him shudder. He followed it nonetheless.

The rooms beyond were laid out like an apartment, for he next came to what appeared to be a living room, furnished with soft seating, a radio and phonograph, and lamps with golden lampshades. Still, the metal walls and floor betrayed that this semblance of a home was somewhere in the skin of a giant war machine. A stench in the air of alcohol and burnt gunpowder wrinkled his nose.

The room adjacent, a private dining room, is where he at last found Kit Cloudkicker, who, sitting at the table, was slouched on his elbows over an open bottle of Thembrian Blue vodka, that diabolical shotgun he seemed to be fond of, and cleaning utensils for the same, before circular windows that opened to a black and sparkling, starry sky. Emma Rye was beside him, whispering in his ear and giggling, sitting close enough that their their thighs touched; she wore a white bathrobe and her hair was wet from a recent shower. Only she looked up at Baloo as he peered in, and her tantalizing smirk disappeared. She whispered something into Cloudkicker's ear; he nodded and took a deep breath. Gingerly, she kissed his ear as she stood up, and left through another exit toward the back.

Baloo awkwardly waited a beat, but it was apparent that no cordial invitation was going to be made to sit down. He never had a more difficult time in deciding to take a load off his feet. He took the chair opposite his former navigator, knuckles clenched ever so nervously over the table's edge. He found he couldn't speak, and the silence in the room was painful. What could he say? Where to even begin?

At last, Cloudkicker raised his brow at him. "Well. I'm glad I didn't cut off your face."

"Makes two of us," Baloo muttered. He became transfixed studying the other's face, until the other suddenly looked up at him, his reddened eyes piercing; years of violence were all at once reflected in his scruffy visage, nicks and scrapes in his facial fur, a small scar on his chin, premature creases around his eyes, and a scowl that opened into the depths of a dark and deathly abyss. Baloo flinched and gulped. "Ya look... ya grew up."

"Yeah." A sneer curled Cloudkicker's lip as he turned his gaze to the bottle lip of the Thembrian Blue. "That happens in, you know, twenty goddamn years." He grabbed the bottle and took a swig before setting it down hard as a judge's gavel. "So... lemme get this straight. Me and you are flyin' the _Sea Duck_ one day, Karnage comes after us, I get on my board to shake 'em off our tail, we get separated on that island, and then...? You stumbled on that machine, and what? You blinked and you're here?"

Baloo nodded, meekly.

"To you, _yesterday_ , I was twelve."

Another nod.

Cloudkicker made a scoffing noise that was a mirthless chuckle more than anything. He pushed the bottle, sliding it across the table to Baloo. "Here. Bet you need it more than I do."

Baloo winced and could only turn his nose at the odor of the bottle, sliding it aside with the back of his hand. "How can you _stand_ that stuff?"

"I can't. I hate it. But it's handy right now." Cloudkicker rubbed his eyes, long and hard. "A time machine. My girl was about to lose her mind over me givin' the idea any thought, but... when I heard it, something just clicked, no matter how stupid it sounded. Nobody else would know that it's _exactly_ like you, isn't it. Ol' Baloo gets himself in a spot where everyone thinks the worst, then just shows up without a scratch. Doesn't usually take twenty years, but, hey. Hell, I'm startin' to think I shoulda known it all along. Dumbest of dumb luck."

"Lil' Britches, I..."

"Ugh, don't. Don't call me that. It's just... still gotta get my head around this." His fingers rapped lightly on the table. "I swear, something _nagged_ at me that you weren't dead. I mean, you _had_ to be, but... something, who knows. Like maybe you wanted to disappear, got fed up with Becky bossin' you around, or havin' to deal with some kid to raise."

Baloo was stunned, in a way that left him numbly wobbling in his seat as he took in what was just said. He grabbed on to the table to steady himself, and stared down upon the same. He was breathless as he spoke. "You thought I'd do that to ya?"

Cloudkicker shrugged. "What was worse? Picturing that, or picturing you dead? Not like any of us were locked in, and everyone knew Baloo and burdens didn't mix. Kinda like my folks, whoever they were; either dead or just wanted to ditch me." Leaning on is elbow, he turned to face the round windows and the stars blinking beyond. "I'm not exactly glad to see you," he blurted, then rolled his eyes at himself. "I didn't mean it like that. I'm glad you're okay. Hell, this is a dream come true. But it's an old dream, one that's not _supposed_ to come true. Thing is... you don't belong here."

Baloo frowned, deeply and miserably. "Yer tellin' me."

"I grieved for you. Cried my eyes out for you, when no one was lookin'. I _still_ have days where ―" Cloudkicker seemed to choke on his words, and, frustrated with that, fell against the back of his chair, shaking his head, arms crossed. "So, now what."

"I don't know," said Baloo, hardly more than a whisper. His lip was trembling. "You... okay?"

"Huh. Guess you haven't lost your sense of humor."

"I wasn't kiddin'."

Cloudkicker scowled at him for a moment, tapping his fingers against his arms. Then he sat up, shrugging. "I know you, and what you're thinkin' when you look at me like that. So let's get it out. _You_ think that if you had been around all these years, things would be different. _I'd_ be different. Crossed your mind, hasn't it." He paused and waited for an acknowledgment; Baloo nodded, at length.

"And of course you're kickin' yourself now, you didn't mean to do it... and you're sorry." His face was long with sarcastic sympathy, _boo-hoo_. "Now you wanna do something about it. You wanna _help_. Don't." He grabbed _Doomshot_ with both hands, and slammed the revolving chamber shut. It made Baloo flinch, then once again when the gun was dropped on the table. "Lemme relieve your tender conscience. _This_ has nothing to do with _you_. This is all me, and if you woulda been there to stand in my way, it wouldn'ta been pretty."

Baloo felt every ounce of warmth purged from his body, and an incredible nausea swell in his gut. In a bought of lightheadedness he had to catch himself on the table before he slumped off his seat. His head hung as if he had not the strength to look up anymore. He had no words.

Cloudkicker cringed, and rubbed his temples. "I'm _tryin_ ' to be nice. I know I'm not so good at it. This is weird for me, too. I guess I just want you to know that I don't blame you for anything, and I don't want anything. I feel like I owe _you_ something, but... can't say I know what we are anymore. Nothing's like what it was." He stood up with an effort that left an echo of pain on his face, reached over the table and snagged the bottle of Thembrian Blue. He seemed relieved once he plopped down into his chair again. "Hope you weren't expectin' some touchy-feely bullcrap. Got all of mine shot off in the war." He raised his eyebrows and chuckled nonsensically at himself, his left forefinger absently indicating a series of locations across his torso, ending at circular scar on his right bicep, visible underneath the short sleeve of his black shirt. "Heh, six times. Still tickin'." He took a swig from the bottle, shuddered at the taste, and stared at it in his hands as drops of its clear liquid slowly rolled down the side. His eyebrows knitted, absently, while memories passed through his vision. "For what it's worth," he began slowly, "for that time ― what was it, a year? Almost two? It was over so fast. Too fast. But, for that time, you were there when I needed someone. You cared. You gave me a happy home and a family." He fell back in his chair, and looked toward the ceiling, searching, scanning times past. "Gah, seriously Baloo, even without Higher for Hire, had it just been me and you... man, the stuff we did. All the trouble! Ha! Remember when we cooked pizzas in a volcano? Or that pickle outfit I wore when ― ha ha!"

When he laughed, the hard features of his face softened, and Baloo there saw a glimpse of the boy he knew. Suddenly a tinge of warmth, of hope, sprang within, and Baloo sat up eagerly; he wanted to somehow seize the moment, somehow grab that kid, pull him from the jaws of the monster that shrouded him. The moment, however, was fleeting. Cloudkicker's face became gravely solemn as he gazed across the table.

"Last thing I wanna do is hurt your feelings," he said. "But it's been over for me for a long time. I've put the past behind me, most of it. You can't just forget things or pretend they never happened, but you hafta move on. I did. You gotta do the same." His stare turned to his fingers rapping against the table. "I... just had a real long talk with our resident time machine inventor. Took what he said to heart. I thought the best thing I could do for you was send you back again, but... no. Can't happen."

The details, the extent of deviousness a villain could accomplish with time travel at his disposal was largely unconsidered by Baloo, save for an overwhelming, foreboding feeling that it could be very, very bad. But then, the same feeling came from the thought of being stuck where he was. There was both a measure of horror and comfort in what he just heard. "Then it don't work anymore."

A grin creased Cloudkicker's face, nothing but devilish. "Nah, it'll work. I'll make it happen. But, seems goin' back in time is risky as hell. Some little, tiny thing goes different back then, could wind up changin' the whole world you live in now. Apparently ― and I gotta believe he and his little robot know what they're talkin' about ― there's odds that if you went back, I'd..." He thew up his hands like he was delivering a punchline to a joke. "... be _dead_ right now. Gone. Or how did he put it, in geek language? _Cease to exist_. So..." By then, his grin was forced and aggressive as he looked at Baloo, like smiling for a portrait he loathed to have taken. "Get used to what you see."

 _Dead?_ The word had struck Baloo like an uppercut to the chin. Fright seized him, the type that wanted to recoil and run; protective _Papa Bear_ , however, kicked in to overdrive, bear fangs snarled as he leaned over the table as if about to spring on his arms and jump over it. "Not a chance."

The sight of it all made the other guffaw. "Get real! I wasn't gonna stay a dumb ol' kid forever."

"You were the smartest an' bravest kid that ever was! That kid was my... m-my... _you_ were, _are_ , my..."

… _. my what?_

His burst of anger gave way to confusion; Baloo became so tongue tied that he resignedly plopped back into his chair and slouched, dejected.

"See? You don't know what we are anymore, either. Twenty years, Baloo. You don't just pop outta the grave and think everything's gonna be like you left it."

Baloo lifted his head up, it felt like a weight was sitting on the back of his neck. "Some things _are_ the same," he said, while the other's face became like stone. "I've been stickin' up for ya, tellin' everyone that they're wrong about you, like I'd know better an' they were all fulla guava. 'Cause... yer still my buddy." He paused and swallowed when he felt his voice wavering, and the dark features of the others face became blurred to his vision. "Right...?"

"Yeah, we're buddies," the other scoffed, raising the Thembrian Blue in a half-hearted _cheers_. The glass bottle would have shattered if he had set it down any harder. "Kind of a kid's word, isn't it. Honestly, I got no idea what it means anymore." He brushed his hand slowly from his brow down his chin, sighing loudly. "Know what, I don't think this little chat's doin' us any favors."

"Just tell me, how'd it all wind up like this?"

Cloudkicker pivoted in his seat, as if about to stand up. "Look, I'm not gonna sit here and watch you snivel about what coulda been."

At that, Baloo bristled, and the slam of his hand against the table paused the other in his chair. "Now you just hold on a minute! The least ya could do is tell me, wh-what _happened_ to ya, Lil' Britches?"

"H'oh ho! You magically show up after forever and think _I_ owe _you_ an explanation."

"Matter of fact, I do."

"Coulda seen that comin'," snorted Cloudkicker. "The world always did revolve around you, didn't it." Still, he kept to his seat, even if he did so with his arms crossed in a huff and the heel of his right foot stamping on the ground as he mulled over entertaining the notion. At length he turned his head toward the windows and the starry sky; it was an gesture born of irritation, not being able to _stand_ the sad, sad gaze he was receiving. "Why? Think it'd make you feel any better?"

Baloo, in quick certainty, shook his head. "Doubt it." It made the other chuckle. "How could ya think it's funny? You're a... a... I never woulda believed it if I didn't see it myself. You _shot_ that poor guy. It don't even matter to ya."

"Aw, who gets to say what matters? You? You got _no idea_ what's goin' on. That poor guy would've loved to put me six feet under. He woulda been the hero to his whole stinkin' gang."

"No! No, you got it ― you don't even _know_ how wrong ya got it!"

"Says the guy who's been here since breakfast."

Baloo felt crushed, a sensation of tightening in his chest that made it harder to breathe. He was not gaining any ground. "An' that guy that..." He swallowed a lump as he thought about it, "the one that took my spot at Higher for Hire..."

Cloudkicker leaned forward, snarling at the mere thought of whom Baloo was mentioning. "The one who killed Rebecca." His hand patted the barrel of _Doomshot,_ and he made sure Baloo knew what he was referring to when he said, "I put a hole in his chest big enough to pitch a horseshoe through."

"Oh no..." muttered Baloo, his face falling behind his two cupped hands.

"Whaddaya think, by the way?" He lifted the gun from the table, presenting it, turning it so that Baloo could see it from multiple angles, even snapping open the large, revolving chamber to show off the eight brass shells inside. "My airfoil used to be my favorite toy, but now, I gotta say, this thing brings me a lot more thrills. Oh, and look, it's hand made! Takes special bullets that makes it more combustible, too. I like the fire that sprays out of it. Only gun like it in the whole, wide world." He meant to make Baloo squirm, and it worked. Having made his point, he slammed the gun down on the table. "You wanna hear more? You wanna keep this up? Santa's got a naughty list on me from here to the moon. I got nothin' to hide. But you, of _all_ people, you'd never get it. You're too much of... I dunno, a _good guy_."

"What's that s'posed to make you?" asked Baloo, his voice raised.

"Sick of being good," said Cloudkicker. "I wish I could see the world like you did, full of laughs and parties, and everything so simple. I admit, for a while, you got me to see it all the same way, too. Ignorance is bliss. You can't ignore reality forever, though. At least I couldn't." He smirked, intoxicated less from the bottle than how pleased he was with himself. "Funny thing is, Baloo, I'm not sure I even _know_ how it all happened. Sure as hell didn't plan it. I turn around one day and," with a snap of his fingers, "I'm a world power. Got a kingdom in the sky, and it's a great big sky." Another swig from the bottle, setting it down with a big, burning sigh. "I'm sure Molly told you all about it, anyway. What'd ya think you're gonna hear from me?"

"She told me what she _thinks_ she knows," said Baloo. And suddenly he had struck pay dirt, for Cloudkicker seemed awful pleased.

"What she thinks she knows," the other repeated. "You're not accusing my own best-selling biographer of not knowing me as well as she thinks?"

"Kit, right now, I don't think _you_ know you as well as ya think."

Another chuckle, dismissive. "Wanna know something she _thinks_ she knows, from the get-go? That it was just the threat of boarding school that made me leave home, or that slimy puke Rebecca hired. Truth is, it was an _opportunity_ , a chance to cut the strings and make a move, maybe make a difference. See, I thought you were killed ― hell, _murdered_ ― and it helped me see how _screwed_ everything is. How there's no real justice out there. The crooks keep stealin' and killin', worst yet are the ones doin' it in plain sight, with voter approval. Do you realize that nobody, not a freakin' soul, was willin' to go after Karnage for killin' you. Everyone gave up. Just another unfortunate act of piracy, they said, nothin' special.

"So, fifteen years old and on the lam, I started goin' after Karnage by myself. I didn't want to kill him, really. I guess I didn't know _what_ I was gonna do. I wanted to hurt him, though. I wanted him to at least be locked up in a tiny cage for the rest of his miserable life. See... I was still tryin' to be good.

"I'd get my hands on these clunkers of a planes, and I'd sneak in the _Iron Vulture_. Easier than it sounds, especially when you know all the ins and outs. I'd poke round all quiet, hiding, watching and waiting for an opportunity to bring Karnage back to the city, hogtied ― heh, yeah, like I had a clue what was doin'. But that never stopped guys like us before, right? I snuck around, ripped the fuel lines from their planes and turned all the water valves on the ship before they even knew someone was on board. Every once in a while, I'd cold-cock a pirate, but I'd always get chased out. Had to come back another day for Karnage. It went on like that. I wasn't givin' up though. Pretty soon they were watchin' for me, but I'd always get in, and they'd know, start huntin' around. Then, one day..."

His face absently brightened in a sinister amusement. "Remember Mad Dog and Dumptruck? They got the jump on me in the middle of the ship, to my left and right. They started shooting. Lucky for me, they couldn't hit the broadside of a barn, and..." He shrugged, dramatically. "They had all these barrels of gas for their planes stacked around. Idiots were standin' right next to 'em. I got my hair singed, but _those_ two, they blew themselves into fried chicken. Ha! And Gibber! That was some years later, but you think that guy could only whisper? You shoulda heard him beg for his life!" Cloudkicker laughed heartily at his own recollection, sputtering back to some degree of seriousness as he seemed to notice how utterly mortified Baloo looked in response. "Ah, well. I guess you had to be there. But when it happened to Mad Dog and Dumptruck, I just got in a pirate plane and got got the hell out of there. I remember, how sick to my stomach I was, and I lost my nerve to try again for a long time. I didn't _mean_ for it to happen. I didn't kill 'em myself, but I kinda made it happen. Later on, it started to sink in... was it _really_ such a bad thing? Nah. It was good riddance."

By then, there was a certain fire gleaming in this pirate magnate's eyes, a subtle but deeply rooted excitement enraptured in his own glory and the rise to achieve it. "Aw, you missed out on all the fun, Baloo. I was hardly payin' attention, and bam, suddenly we're in another Great War. Damn Houns tearin' around, all over again. And of course when it started I blamed the Houns, like everyone else on the Usland side of the fence. I took odd jobs, a little barnstorming here and there, some races, caught a few eyes for bein' able to fly like the best of 'em. Eventually, as the war's heatin' up, the Air Corps starts sniffin' me out. Guess they liked what they saw. Tried to force me to enlist, threatened me with _jail_ if I didn't... if you ever run into a colonel with a crooked nose and no front teeth, that'd be the guy who threatened me. So, they offered me somethin' else, this on-the-low smuggling gig that criss-crossed into Freedonia through Hounsland. Some real hush-hush stuff, the off-the-record kind. I got interested. See, Freedonia declared neutral in the war and was takin' in refugees, so the Houns surrounded them and wouldn't let anyone in or out. Usland wanted to nudge their support by sneakin' in clothes, food, and medicine.

"Clothes, food, and medicine, those exact words, that's what they told me. I never thought I'd hafta look into the crates to see for myself, I just did it the job. It was dangerous, flyin' through the heart of Hounsland, but it paid like a mint. Did it a bunch of times, got chased, got shot at, but always got away. Always made my delivery, and made it back out. Well, always doesn't work always. Houns finally snagged me. Me, my plane, and a _ton_ of guns, bombs, and and ammo. Usland Air Corps ― the _good guys_ ― they set me up. Turns out I was never flyin' anything in for the refugees. I was sendin' in weapons to guerrilla fighters, weapons that got used against Freedonia's own people, because Usland was tryin' to set up its own hand-picked dictator. Believe it or not, the Houns didn't appreciate that. Oh, and they didn't believe that _I_ believed I was only haulin' clothes and medicine. Not that they didn't accommodate me with room and board; nope, they picked the best damn hard labor prison they ever imagined. The kind that's off the books, where they throw away the key." He gave Baloo an unhappy smirk, seeing a bemused look upon the other over that part of his story.

"Aw, what, Grand Historian Cunningham didn't cover that part with you? Wasn't in her book, either. She doesn't even know. No one knows, except for the few of us that got out. It was such a forgotten cesspool of a place. Spent nine months breakin' rocks, layin' tracks, spittin' blood, wonderin' all the time if I was gonna be one of the dozen or so poor saps they there gonna off that day. Tell you one thing, though, since then. I'm not afraid to die." His smirk became a bit more genuine, a humor in its own twisted way. "I just won't give Life the satisfaction. Jeez, I was nineteen and I wasn't even the youngest guy in there. There were captured Usland soldiers, scared to death. Some of 'em _drafted_ to fight, go to war or go to jail, that's what their beloved country had to say. So they signed up because they thought they were doin' the right thing. They were bein' _good_ , too. Look where that got 'em. Tortured, chained up. Starved. Slaughtered."

He was quiet a moment, his stare, red and watery from the drink, gazing through Baloo's shirt. "Lots of Houns were in the same boat. Good people, normal people, who wouldn't stand with their bat-snot dictator. Political dissidents and draft-dodgers, sentenced to rot to death. I met guys whose homes were wiped out by Usland bombers, 'cause the best way to get rid of a few Houn patrols was to wipe out a whole town. Every day, every second of every day, was... the worst. So... I stirred up a jailbreak."

He had said it like someone casually mentioning that they had gone to the market that morning and bought eggs. While he was quiet a moment in recollection, he offered no further details of the event. "Ended up with my first team. They picked me as leader. They were gonna help me bring Don Karnage in. I was gonna help them, help everyone, stop killin' each other over dirt. We were twenty in number. Every single one of 'em that started with me, they're dead now. But what we started..." He smiled a bit, genuinely, proudly. "Stopped another Great War in its tracks. Wanna change the world? _Pffft_ , nothin' to it."

Or changing the skyline of Cape Suzette, it horribly occurred to Baloo. "Change the world? For _how?_ Kit, y-you... Molly said... even Louie said... you..."

"Louie. You know what happened to the Cape, then."

"I told 'em they had to be wrong, you'd never be behind somethin' like that." Baloo paused and swallowed. " _I_ was wrong, wasn't I."

"Yeah. I was pretty damn desperate, too. Ah, Shere Khan, the savior of a world. No one tells it like it was. Khan wanted in. See, I offer what you might call anti-theft protection for a price. Some companies pay up and are off-limits, get to travel however they please. Khan managed to get a word to me, that he wanted a meeting. I agreed, and we struck a truce. I thought we could make a reasonable deal. We met on one of his off-shore rigs. He was _smiling_ when I sat down with him. Thought that was pretty strange for a guy I've been robbin' blind lately. He didn't just want a deal, he wanted it _all_. For an ― _obscene_ ― amount of cash, he wanted me to go after everyone but him, make his the only company that could fly safe. That moron. He thought it was about _money_.

"I turned him down easy. Wiped that smile right off his face. He warned me that I was makin' the worst mistake of my life, and that I should reconsider if I wanted to stay out of prison, or worse. Him threaten _me?_ No. I left, and shoulda had that stupid rig sunk before he got off. But I didn't... I gave my word on a truce and I kept it. I'm no liar. If I woulda stomped that snake that day, though... it never woulda got so far.

"He threw everything at me. Hell, he was winning. You know who's worse than pirates? Bounty hunters workin' for multi-million-dollar payouts; talk about ruthless. Khan put up three million for me dead, five to bring me in alive, to _him_ , not the cops. These so-called security companies started comin' after me and mine in big numbers. They were doin' to me what even the combined Houn and Usland armies couldn't do. They didn't have anything worth protecting, not a damn thing I could retaliate against. They had nothin' to lose, and the money was worth riskin' their lives. I was fightin' them off every day, losin' planes, airships left and right. I wasn't gonna last.

"I was gonna die in a fight, or worse, I was gonna get captured and die as slow as Khan wanted me to. I had to hit him where it hurt. You don't hafta believe me, but I had _targets_ in mind, just things owned by Khan. And I broadcast a warning over the radio the night before, to evacuate the city. Yeah, Molly left that out, didn't she? Fair enough, she wasn't there. I had already made _sure_ she was evacuated. Even Khan could've taken up that warning. I didn't need him dead, just needed to rip out his claws. Burn his fortune. Ruin him.

"I was actually surprised... after that warning, Cape Suzette, Usland's Jewel of the South Pacific... they barely even bolstered their defense. No one left, not even Khan or his underlings. They must've thought Khan's gunships outside the cliffs were enough. That, or they thought I was bluffing.

"I didn't want it to go down like it did. The city defenses hit back a little harder than I thought they would, and it got out of hand. You know, in war, when innocents die, it's called _collateral damage_. They give it an official little term, and it's all okay. It just something unfortunate that happens for the greater good. I was fightin' for my life and I'm called a murderer. At the end of the night, though, the striped-assed king died when his high castle fell. Then Karnage showed up. The Red Wolf." His facial expression twisted into a loathsome sneer. "The hero."

"But... you're in with crooks, kid," Baloo mumbled, looking down at his lap. "You used to stand up to ―"

"They're _rotten_ crooks," Cloudkicker interjected, leaning forward in his seat. He suddenly had a gleam in his eye like he was excited to brag. "Don't think I don't know it. But that's what makes it work, see? Somewhere along the line, it hit me: you can't keep crooks from bein' crooks. You can't get rid of 'em either, there's too many, and there always will be. But it turns out, you can control 'em. I can. I _do_. I can fight fire with fire. Pirates, sure. I guess ol' Donno Garbage-o was right about one or two things. But I'm not some some two-bit thief like he was. I run a business ― nah, an _empire_. Got ten command ships each taking its own territory; I got over half the globe covered at any given time. I got gangs on the ground that make sure even the mobsters stay in check. I got kings and queens askin' permission to scratch their own noses, got judges and politicians kissing my feet. I got got doctors and scientists, factories makin' jet planes, laboratories makin' ― good things to come. At the end of the day, I'm the boss; anything that's stolen, any money made, a big chunk gets kicked up to me. Anyone decides they don't wanna play by my rules anymore gets squished like a bug. And believe me, there are rules." He counted them off on his fingers: "Anything over the ocean is fair game. No cities get raided. Cape Suzette was for Khan only, and it's done with. Surrenders are always accepted. No killing unless the other guys are armed and about to do the same. One exception. Anyone flying with Karnage gets _exterminated_." Shaking his head, he leaned back in his chair. "Molly knows better. You don't know how lucky you are that red slug you were flyin' wasn't blasted into pieces."

"If I recall, that plane _was_ blasted into pieces."

"Meh. Guess you got me there." Clicking his tongue, he curled and straightened his forefinger. "Trigger finger reflex when I see red nowadays."

"But kid..." Baloo hesitated then; calling him kid was just a habit, even if now they were nearly the same age, "... I know Karny's a creep, but... but..."

Cloudkicker finished the sentence for him. That gleam in his eye had turned into something riled. "He's not so bad?"

"No! That's not what I mean, I ―"

"In one day, he took away my best friend and my entire livelihood," said the other, dropping his hand on his left thigh. "I was twelve years old, nothin' to look forward to ever again, and there I'd be daydreaming in a hospital bed about just _dying_ and gettin' it over with. So I was wrong about him killin' you. I'm not wrong that he meant to kill me. He left me for dead. Couldn't care less! Not the first time, or course. Not surprising. Hell, you'd think it'd be another typical Tuesday afternoon." He shifted in his seat, uncomfortably, more a moment at a loss for words. "You weren't the first guy I ever thought of as a dad, you know. That latchy, little lonely kid I was, lookin' for someone to be my friend. I idolized him and he knew it. He _loved_ it, thought it made him all the greater. He took all of that, chewed it up, and spat it out. I thought I let it go, about that time he threw me off the _Vulture_. Probably because of you. And all the times we flew with Higher for Hire, all the times we got tangled up with him, and he had his chance, if he wanted to, to just do me in. But he didn't. He didn't care. 'The boy' on his pirate ship didn't even exist to him anymore. I guess I coulda lived with that, if it had just stayed that way. But not after what happened on that island, no. I promised I'd make him sorry. I might look like a wreck, Baloo, but if one thing hasn't changed, it's that I keep my promises."

 _Ya promised you'd always be my navigator_ , Baloo responded inwardly. He didn't say it, didn't even mouth it silently, but somehow, in the look they exchanged, it was read. "I keep all my promises," said Cloudkicker. "You might not like how, but I do." Something of a whimsical smile softened his face. "I marked up a flight plan for you myself. My last hurrah as your navigator. It's downstairs. I want you to take a look at it." As he stood up, leg brace groaning, for an instant it looked like he was about to lose his balance. Baloo shot up and reached over to grab his arm, but was shrugged away. "I'm used to it," said the other, patting his left thigh. "Karnage's gift that keeps on giving. Come on. Got somethin' for you to see."

Baloo followed at a slow pace, keeping at least a step behind; he wasn't even thinking about where they were going or what he might see. He was yelling at, screaming at, shaking his navigator by the shoulders, trying to talk some sense into him; but only in his mind, where his navigator was twelve years old. _Just stop it_ , said Papa Bear. _Let's go home, Lil' Britches._ He had absently stopped walking, letting the other further ahead. _I wanna go home._

In a rounded nook at the side of the corridor, there was a sliding pole, the hole it centered was bored several decks below, from where rose up the din of the hangar operations. Cloudkicker looked back at him as he wrapped his arm around the pole. "This way. Shortcut." Baloo watched him disappear under the floor, and looked down apprehensively into the hole, eventually following.

In the cavernous hangar, Cloudkicker gestured to a row of aircraft of different size and variations; they had this in common, that all of them were warplanes. Some double- and others single-propeller, with snarling pistons and laden with machine guns and rocket pods under their wings, and two of them were jet fighters, colored black: one of them, the smaller of the two, Baloo recognized as the one that shot him down over the ocean. The other jet was of particular notice:

Though it had one seat, it was larger than the others, and the most vicious looking. Its two fat, cylindrical engines began just behind and below the glass cockpit canopy, attached to and running the length of the narrow fuselage, which tapered off into a broad, V-shaped tail; back-swept wings bladed horizontally from the engines bent downward, both for their flexible material and the weight of the rocket pods, of which it had two on each side. Most menacing about it was the large, six-barrel rotary gun under its nose. Presently, it was undergoing a hefty maintenance routine; there were four mechanics in gray and brown jumpsuits working diligently at their business, welding sparks flying from the tail, wing, and undercarriage, and and one mechanic was up to her waist leaning in a side engine hatch from the top of a step ladder.

"These are mine," said Cloudkicker. "Well, everything here's mine, but these are _mine_ mine. I like to have a lot handy, dependin' on what kind of flavor I'm in the mood for. Don't bother to name 'em; heh, crashed too many to start gettin' attached. Except, _this_ one." He was referring to the one being tended to by the mechanics, and gestured at it as one would brag to another fellow interested in a shared hobby. "This is _Avenger_. It's a Houn prototype _,_ the only one of its kind. The Houns might be some crazy bastards, but they know how to make a mean airplane. It's kinda big and heavy for a fighter, but it'll break the sound barrier thirty seconds off the runway. Turns on a dime in a dogfight, too. That's a six barrel, 20-millimeter auto-cannon. Tears through metal plate easy as paper. You know this sucker takes twelve hours maintenance for every one hour in the air? Can you believe that junk? Practically hafta take it apart and put it back together again every time I take it for a ―" When he looked at Baloo, he frowned, as if disappointed that Baloo wasn't so impressed. Baloo was _far_ from impressed, in fact; Baloo was mortified.

"Not too hot on specs, huh? All right, forget about it. I'll just show you one more of my favorites that I had brought in today." He led Baloo around a particularly large bomber-sized prop plane, which bristled with what looked like cannon turrets fit for a tank; nearing the other side, he pointed at the aircraft parked next to it. "Look familiar?"

Baloo started. It was almost like a blast of sunlight in his eyes, a marvelous, glossy shine that seemed to glow bright with those familiar shades of yellow and orange, chrome propellers and glass windows flawlessly polished. The _Sea Duck_ looked beyond brand new, it looked downright angelic.

"Keys are in the cockpit," said Cloudkicker. "As far as I'm concerned, she was always yours. It's more-n-less the same plane, but the engines are new. She'll go faster than her frame's meant to handle, so you'll hafta watch the high G's."

Baloo put his hand up to the bottom of the _Duck_ 's nose, looking at his bent reflection in her glorious sheen. For an instant, he was in love all over again, his old, true love; she looked prettier than the day he first laid eyes on her. That momentary euphoria was shattered by Cloudkicker's own bent reflection in view next to his.

"You'll find two things in the glove box," he said. "Ten grand in cash, and the map I told you about. The route's pretty clearly spelled out for you. At the end there's this island getaway; got a nice place for you to lay your head, warm beaches, plenty of hammocks. The governor there is one of my guys, he'll take care of anything you need and keep your ice box full."

Wait, what was he saying, Baloo wondered. Get lost?

"You can take the night here if you want," continued Cloudkicker, "but whenever your ready, just take the _Duck_ and take Molly home. I got no use for her boyfriend and the rest, so you might as well take them along. Jeez, I'd be more worried when they're _not_ spyin' on me. Just let anyone know when you're ready, they'll round 'em up. The science guy and the flying ball stay put. If it makes you feel better about it," there was a mocking chuckle as he said that, "he'll be treated fair and compensated. But listen; I want you to talk to Molly, seriously heart-to-heart, 'cause apparently _I_ wasn't gettin' through. Tell her to stay the hell out of the sky. I want _you_ to to stay the hell out of the sky. But I know better. You gotta fly. So fly, but fly far, _far_ away. Use the map. Don't get mixed up in ― _my_ world. And don't take it personal if I don't write." Just like that, he turned and walked away; something deep in Baloo's heart lunged forward and grabbed Little Britches by the shoulders, swung him around, and screamed in his face, _STOP_. But his heart and his brain often had this struggle; his body was numb, his arms limp, his tongue tied.

 _'I gotcha, Lil' Britches,' he cries, reaching hard from the window of the cockpit, snatching the boy from a deadly plunge into Cape Suzette's black harbor, flashing under the diabolical beams of the_ Iron Vulture _'s spotlights._ ' _I gotcha... I gotcha... No.'_

 _He doesn't._

 _His hand swipes cold air. The kid is gone, plummeting, screaming into the dark abyss._

The din of the endless movement in the hangar waned in comparison to Baloo's own heartbeat in his ears, the throbbing, flushing sensation tightening in his throat, the defeat crushing, aching, as Kit turned his back on him, so casually, so damn easily, and walked. Somehow, he got his name to rattle in this mouth, a whisper: "K-Kit..."

Cloudkicker slowed down, palming his left thigh as if it was his leg that made him do so. He turned his head. "Don't ever come back looking for ―" He paused, choking on his words despite his air of command. He bowed his head, swallowed, took a moment, then limped away with renewed vigor as he sucked air in through his teeth. "Goodbye, Baloo," he said.

Goodbye? _Goodbye?_

"Wait a minute!" Baloo blurted, with what was left of his mind, and he started after him. "Kit, no! No, me an' you, we can fix this. I know it! We can... we..." We can _what_ , exactly? Huh? Baloo's hands wrapped his head over his ears; _think, think, think!_ But his voice was reduced to a mere mumble, his tone nothing but desperate, his stare now blank against the floor. "There's... there's gotta be a way to fix this." He wasn't even talking to anyone in particular at that point.

The brace on Cloudkicker's leg groaned as he stopped, suddenly but not instantly like a heavy truck braking on a highway. He pivoted back toward Baloo; he was suddenly angry, indignantly so. "Fix... what?" he asked, eyes narrowed. "Me?" He came at Baloo, limping a menacing quickened pace the way a mugger might stalk his victim in dark ally.

Baloo backpedaled, eventually clunking the back his head against the _Sea Duck_ 's nose. All of his unease, tumultuous emotion, and uncertainty broke like a fever into cold sweat, into outright fear. He flinched when Cloudkicker raised is left hand... but it landed on Baloo's right shoulder. He leaned in close to Baloo's ear, and let it be known, in no uncertain terms: "I'm not broken."

* * *

Baloo had fled inside the _Sea Duck,_ not unlike why a turtle to takes inside its shell when threatened. From the door to the pilot's seat, he found his way practically without looking, every inch memorized in a place deep, deep within, a place beyond cognizant thinking.

He couldn't watch Kit walk away from him. He couldn't watch Kit, period, or he was about to have a nervous breakdown. He hunched over the steering yoke, having the need to catch his breath, even though he wasn't winded. Like everything else, the _Duck_ 's cockpit was ever so familiar, but _different_. It was hard to say how. All the buttons, switches, levers, all there. Maybe it was because the dashboard was more polished; the leather on his chair more supple, the absence of subtle and sometimes not-so-subtle smells of moldy food lost in the nooks and crannies. Maybe it was more of a intuition, a raw gut feeling, than something that's observed. It felt like _someone else_ had been taking care of her for a long time.

It was still some great comfort to be behind her wheel again, to see through her windshield, but through it there was no shaking the fact that he was stuck in an alien landscape, the innards of this pirate airship and its surly crew milling around.

How he ached to just go home already, and how his heart ached to know that even once he was sky-bound again, no matter how long he flew, no matter how far, home would never be ―

 _The time machine_ , he suddenly remembered. Kit said it would work. Kit implied it _could_ take him back, but wouldn't allow it. What was Kit going to _do_ with it? He didn't know, but what he did know, with the greatest sadness, is whatever Kit would do with it was going to be dangerous. Not treasure hunting booby trap dangerous. Not flying a ton of dynamite through a hurricane dangerous. The whole world in danger dangerous. Innocents dying dangerous. Don Karnage and his city-zapping lightning gun on a global, invincible scale dangerous.

His eyes wandered to the glove box in front of the navigator's seat. He reached over, flipped the latch, and opened it. The scent of the paper money alighted his nose almost immediately. There was so much in there, rubber-banded in two big stacks. He shuddered and slammed the compartment shut with an upward thrust of his hand.

He sat up, gripping the yoke as tight as if he was right then in the middle of a pelican dive, dodging a spray of pirate bullets. Somewhere, that's where his mind was, being pursued by this dilemma, whether to get involved or not. He could fly far enough away to never see a pirate airship again, far enough away where he wouldn't be reminded of _any_ of this. It seemed like the smart thing to do; after all, what else _could_ he do? So why not? He'd fly away, he'd leave everyone who turned the world upside down to their own devices, he wouldn't worry about it, he'd ― never live with himself.

Baloo let out a exasperated groan. Looks like he was getting involved.

* * *

Sometimes the thing about springing into action is that your metaphorical spring is stretched too far out of shape to do anything, straightened into a useless wire. Baloo kept to the _Sea Duck_ for quite a while, sometimes pacing, sometimes sitting, maddened in a troubled mind. He had lost his nerve and he damn well knew it. On top of everything else, it made him feel guilty for being a coward when his conscience implored him to hurry up and do something (s _omething,_ that magical unrealized solution that was going to get that time machine off of this pirate ship). All that miserable feeling was owed to the fear of making an enemy, one enemy in particular.

It seemed to him now that he could deal with the whole thing about twenty lost years. He could cope with Don Karnage being a superhero and Molly being engaged. He could maybe come to terms with Rebecca being gone. He could move on without a Louie's Place to dance his woes away or a Higher for Hire to go home to ever again. Absolutely none of this was true, of course, but by comparison, it was all a walk in the park. He just never knew how good he had it until then. He began this dismal quest afraid for Kit. Now he was afraid _of_ Kit. Stunned, betrayed, lost ― the words didn't quite describe the dread he felt. He clenched his hands over his heart, where a dull pain throbbed and gave him shortness of breath; for all he knew it may have well have been the last shred of his soul ripping apart.

He lumbered from the back of the plane into the cockpit, leaned over tiredly with his hands on the back of the pilot chairs. He looked out at the work of the pirate crew tending to their planes. Even at this wee hour, small squads of attack planes were still coming and going, up and down the great lifts to the runway deck above. They never stopped, nor in the hangar did their repairs and rearmament. Baloo became fixated on one being fed a belt of ammunition into the machine gun on its left wing. It, like all the others, was ready to kill. He wondered... would those guns ever turn on him? Would Kit...?

He bowed and shook his head, like trying to shake the very thought out. He'd swear he could even hear his own brain swish around in doing so, but the thought remained. His eyes fell to the navigator's chair, and all of its conspicuous emptiness. It was just the other day Kit sat there, to him, at least he logically knew that. How did it seem now like an eternity away?

At some point he had gone down to one knee, his arms wrapped around the chair. He recalled, pining, the cub who looked over and smiled at him, that gentle, warm image clear and real in his mind, but it melded in nightmarish fashion into the face of the bear who had just told him goodbye. But then Baloo realized, for all the natural changes brought by aging, it was still the same face. He was still Kit.

There were some things ― not a lot; no, a very few things ― that were held to so dearly that you might not even know just how dearly until a moment arrives. And at that moment, no danger in the world could hold sway against you.

"It ain't goodbye," he mumbled, nuzzling his cheek against the side of the chair. "Big or small, I won't give up on ya." His head swam as he stood to his feet. Baloo steeled himself, pushing his jacket sleeves up to his elbow, scowling at nothing in particular and the whole universe at once. "I won't," he said. The cockpit door opened and he jumped out like he owned the entire place, and swaggered to the nearest thug, who was bent over and welding on the landing gear of a plane. Baloo gave him two hard pokes on the back to get his attention.

"I'm headin' out," he said. "I wanna see Molly."

* * *

Emma Rye was fond of her sleep, hardly ever the first out of bed, and noted for making a point out of getting a full eight hours. She loathed waking up in the middle of the night for any reason, for she'd toss and turn and _maybe_ fall asleep again before sun-up if she was lucky.

She was sleeping fine up until then, when she woke and felt cold under the blankets. She reached over to her right side, found the bed empty and cool to the touch. He was there when she fell asleep; how long had he been up? She opened one eye, groggily, saw the silhouette of his head and shoulder against the starry night showing in the window. He was sitting on the edge of the mattress.

"If you could brood lying down, please, I'd be a lot warmer."

"Then put on a sweater," he said. They had made a like jest between themselves countless times, but his tone suggested annoyance, _shut up_ , rather than a jest. She didn't like that. Professionally (inasmuch as they were professionals at what they did for a living), she followed orders to the letter, never causing a moment's doubt where her loyalties lie; personally, when it was the two of them, she wasn't one to back down from a slight. Except right now. She didn't really want to waste her breath. Talking made her more awake, and she had about three good hours worth of sleep in her. If she had the energy and an upright posture, she'd think of a snappy comeback, but she turned her back on him instead, rolling on her side, trying to find that perfect spot under the covers where she could settle and be lulled back to sleep. That spot, though she tried, she couldn't quite find it, even after several readjustments. Meanwhile, he still sat on the edge of the bed.

She had seen the like before, something that the crew never saw. The crew thought he was as invincible as his most frightened foes did. They weren't off base, of course; there was something about the living legend of Cloudkicker ― shot six times and still alive, a storied aviator closer to godhood than legend, who sunk an entire aircraft carrier by himself ― something immortal, unstoppable. But they never saw him worry. They never saw him second-guess himself. They never heard him cry out in nightmares, or laugh for joy, or mumble a terribly off-tune song. She had bore witness to all of it, in _their_ moments. She gathered it as an intimacy that was much more deep than anything physical. It was probably why she couldn't sleep now.

"There anything I can do?" she asked, in a tired moan. There was no reply, like she had just asked the dark itself. There was no way he could have not heard her, and there she had her answer, she figured; it was hardly the first time she had gotten it that way. It was best to just let it be and let him brood all he wanted. It had been some hell of a day of discovery, there was a _time machine_ sitting just downstairs, for pete's sake. But that wasn't keeping her man up; if that were the case, he'd be pacing, talkative, actively conspiring about what all he could do with it. She never knew Baloo, but everyone knew _of_ Baloo, much more publicly thanks to Molly's book, and no one with any sense of the story was unfamiliar that Cloudkicker was fond of the old pilot.

"He left," he said suddenly. It was subtle signal, he could use some attention despite being too stubborn to ask for it. She had played through this number countless times before. It made her smile, and after a brief stretch she rolled on her knees, scooted behind him, slid her arms underneath his and over his chest, nuzzling her chin on his shoulder.

He had saved her year ago, she was certain of it; not from a danger in a conventional sense, but from a life she never realized how much she would have loathed, by showing her what she never knew possible about herself. _Not adventure and romance_ , he once told her, _more like blood and guts. And flying, lots of flying._ They somehow found a bit of adventure and romance out of it all, but he wasn't kidding. There was blood. There was guts. There was _a lot_ of flying.

"Aw, babe," she cooed in his ear. She was glad to have this. She would kill for him, shred throats with her bare claws for him. Better yet ― even empowering in a sense ― was knowing she made him stronger by the warmth of her touch, by the purring in his ear, by being there.

It was beyond recognition, the distance she had come between who she was once and now. Her young adult life was spent working two jobs while putting herself through law school; she had dreams and ambitions there, somewhere where she would find success and happiness. Yes, she'd become a world- famous prosecutor and would put criminal scum away left and right. Crooks would _fear_ her. Until then she flipped burgers, scrubbed floors on her hand and knees, went to class and studied into the wee hours of the morning. In her weariest moments, she reminded herself that one day there would be the last burger flipped, the last floor scrubbed, and pressed on. That day came when she graduated, passed the bar exam with such impeccable academic credentials that it would seemingly warrant law firms all over the nation eager to sit in for an interview. She planned to nicely thank them for calling and turn them all down, she was going to put crooks behind bars, thank you very much. No one reached out to her. She applied straight to the office of the Usland Attorney; the big time show with the big time cases. No settling for a private firm or two-bit night court gig. Actually, she applied several times, over several months, and was eventually offered a place as a secretary. After years of hard work, a license to practice law, she could finally be a _note taker._

She accepted. She wanted to scream and pull fists of her own hair out, but she accepted, and got a foot in the door. On day one, she nearly stabbed a clerk with her pencil when he cordially explained how the rotary dial on the telephone worked. Oh, she wasn't blind enough to know it wasn't expected, a disability perceived, that disability being that she wore a skirt. Speed through time a bit, she earned her promotions, navigated the politics, put her wits to her advantage and her degree to use. She was persuasive, persistent, thorough, and never gave them any excuse to argue that she was worthy of anything less than a courtroom battle. Within her first year, she made it into case work, preparing arguments, conducing research, shuffling mountains of paperwork, all the minutia that rolled the gears of justice and put the bad guys away. She was close to her dream, close to her own case, close to enrapturing juries with her intelligence and charisma, and making villains weep all the same.

That came to a head one fateful night, at a tavern two blocks from the Pazooza courthouse, when a judge approached her as she was sitting alone at the end of the bar. It was her twenty-third birthday, she was "celebrating" alone and tired. The encounter ended with the judge curled up on the floor, hands clasping the soft spot where her knee had landed. Not press-worthy, but an instant scandal in their own circles. If not for several witnesses, she probably would have been arrested and fired. In the fallout, she was... asked... by her embarrassed superiors to consider working elsewhere. She told them to go to hell. For her spunk, she was awarded her much deserved day in court. A federal case, all to herself. She would have burst into tears of mirth if she didn't know there was a catch. It turned out she was assigned to the _other side_ , as a public defender. Her choices were to do it or hit the road. It was a blow, but one she took in stride. It wasn't the end of the world to see the accused through his or her legal rights and course of due diligence, she thought. It was still _court_. It was actually kind of a noble thing to do, she figured, especially if this person was unable to afford their own legal counsel. Not that she had much choice, but she took the job, without knowing who the accused was. Their menacing grins should have told her otherwise, but she hoped the person she was defending wasn't on trial for anything _too_ bad...

… not like, say, being the sole legal _pro bono_ representation of the one guy in the world accused of an encyclopedia's worth of criminal chargers...

She met him in an interrogation room in prison. She would remember how she felt like she was merely going through the motions when she dressed herself that morning in a nicely pressed pantsuit, like dressing up for her own funeral, or rather that of her career's. A sense of duty carried her forward. She would remember always how frightened she was sitting down across the table from him, how fearfully her heart pounded when she heard the rattle of the chains around his wrists and ankles, knowing that this _sky pirate_ had just shot down dozens of naval aviators and sunk a carrier, and that was just his latest batch of mayhem.

She would also remember how much she sympathized for him; despite the legend, sitting before her was a young buck, freshly out of his teens. To think that he could have done all that he was accused of, he was just too young. She would remember the bruise over his eyes, how it was swollen shut, and blood dripping down his nose, stained all over the front of his striped prison shirt, the prison guards beside him with their batons in hand. And she would remember, how he wasn't scared a bit.

 _I'm winkin' at you,_ was the first thing he said to her. _Can't ya tell?_

Maybe she showed it somehow on her face or body language, she was never quite sure how, but he seemed to sense her apprehensiveness, how she felt like a piece of raw meat thrown to hungry wolves. For all her preparation, years of study, she felt so very much unprepared, inadequate more specifically, now that the moment arrived. She was moved to want to help him, but nothing in her being pretended that this trial would be anything more than a formality of justice. She could do nothing for him. It shown, in particular, during her first private sit-down she had with him in an interrogation room, for she was tongue-tied and speechless, and all the wise counsel she practiced in her head earlier had at the moment abandoned her memory altogether. A long, fiercely awkward silence ensued between the two as they sat on opposite sides of a table, and with words failing her, all she wanted to do was hide under that table.

But then he smirked at her, this air of cockiness shining in his battered face. 'So. You gonna get me off the hook?' he asked.

The frankness of the question, the way he asked it, as if he didn't know how his fate in the hands of justice was supposed to work out, did more than take her aback. She was, as the word she would later think of to describe it, dazzled. By some small increment, it made her more comfortable.

'I think we should probably be focusing on saving your life, mostly,' she replied, and she thought that was a very good, reasonable bit of counseling, which made her feel better.

He shrugged at the idea, making a face. 'I could always plead insanity.'

Again, she was taken aback. Was he trying to make her laugh? She didn't find it a bit funny. Instead, she began with a clinical response: 'I don't see how. You see, there are certain criteria that get measured in an insanity plea, and that—'

He interrupted her, in an exaggerated expression of deep thought, with his finger scratching his chin and looking up ponderously toward the ceiling: 'I mean, isn't there a part of the brain that supposed to make you scared, for good reasons? Like, it's supposed to make you care about fallin' out of a plane, or shootin' your mouth off to guards with billy cubs, or generally make you wanna avoid the things that'll get ya killed?'

'I'm... _sure_... there's a part of the brain that takes care of that, yes.'

'Yeah. Well, in _my_ brain, that part doesn't work.' With that, he sat back in his chair, chains clinking, looking at her smugly, like he had just solved everything, case closed. But he wasn't serious about it. He was making light of it all. Em suddenly felt less dazzled and more intrigued, thinking of the heart this young man was showing her and what would have made him willfully plunge himself into the grimiest pits of world events, and how he could find it in him to accomplish so much.

'Why did you do it,' she blurted. As soon as she said it, she was embarrassed, but she could tell by a somewhat surprised expression that no one had asked him that little word, why.

'I dunno, which one is 'it'?' he shrugged, grinning, but the smile seemed strenuous and forced. 'I mean, have you _seen_ my rap sheet? Sheesh.' In the course of their conversation, time was thinning his cocksure veneer. He was showing weariness.

Em cleared her throat. Somehow the room seemed quieter than any library she had ever sat in. 'You wedged yourself in the middle of a war. No one just _does_ that.'

His face darkened. 'I just do,' he said.

 _Sincere but misguided_ , so Em would remember thinking of him. 'Do you think what you've done makes you some sort of hero?'

His gaze looked down at the wooden table between them, and there it stayed. 'A hero,' he whispered, shaking his head. 'You ever have one? I did, once. I was a kid. See, I never knew what a family was like. Then, _wham_. It was a chance meeting, but more like destiny. He gave me a home when I had nothing else, and I'd think about how he could fly, and through all sorts of adventures ― every day, an adventure ― I couldn't get over how much I wanted to be just like him one day. He was a hero to me.

About a year later, one thing after the other, he tried to kill me. Some time after that, he busted my leg for good. That same day, he murdered, in cold blood, the only other hero I had. A _good guy_.

'Now, who are the good guys anymore? Huh? The politicians makin' boys enlist to shoot other boys just like 'em over a piece of dirt? The cops with their clubs bashin' in my skull while a killer like Don Karnage does whatever he wants? The honest men and women out there, like you, who get steamrolled by the vultures who pick 'em apart? What, you don't think I can't tell why you're here? You didn't draw the short straw, someone handed it to you.

'Take a look around you, this screwed up world. You wanna do something to make it better, you gotta sink to their level. They knock out a tooth, you break their jaw. This is no time for a hero. It's time someone who can take the heat and _burn back_ with it. I'm not givin' up. We're stoppin' this war, if it's the last thing I do, and these walls won't hold me for long. All I wanna know is, when the time comes...' He shifted in his seat, straightening his back, lifting his head with a bit of swagger as he swayed. His smile returned.

'… wanna come with?'

Well, they never made it to court. She was there when his regrouped fledgling sky pirate fleet came back for him, and laid the prison walls to rubble. In a whirlwind, she traded office politics and a dog-eat-dog grind for dogfighting in attack planes and running shootouts with two guns blazing in her hands. He put the guns in her hands. He taught her how to fly. All he told her was to not be afraid. She followed his lead. She followed him through day after day of gunshots, explosions, dogfights, robberies, life and death at every turn, winning, _power_... She never knew what she was made out of before then; and what she was made out of was _dangerous stuff_. God, did she ever love it.

Funny thing was, the crooks still ended up fearing her, just in a different way. To cross her was to cross the boss. _Nobody_ crossed Cloudkicker. Nobody who lived long, anyway.

By the way, she didn't wear skirts anymore.

"He take the girl and the marshals with him?" she asked.

"Yep."

"It's for the best," she said, and added with levity, "Although I still stay we should've broken a few sky marshal fingers, if nothing else. Got to keep up appearances and all."

"There's probably half a dozen more out there eyeballin' us right now. They were just doin' there job."

"Hm. Same could be said about us breaking their fingers." She could barely see it in the star-lit dark, but she made him grin. "What's eating you? I know we had a twist of fate, but it's not so bad to know that your friend didn't die, right?"

"You mean he wasn't killed."

Em took his meaning. To know him like she did was to know the things that drove him to where and who he was today, and paramount to that were the events of that fateful day when Don Karnage murdered his Papa Bear, and the good things good people are supposed to believe in, like justice and the triumph of the virtuous, turned a blind eye to his misery.

"It was one thing, babe," she said.

"It was a _big_ thing _,"_ he murmured, his face muffled in his palms. "Karnage didn't kill'm. Twenty years, Em, twenty long years, I dreamed about the day I'd rip him apart for what he did to Baloo. He didn't even have anything to do with it. If I woulda known, where would I even be right now?" He looked up, scowling. "I bet Karnage _loved_ sending him here, to wave it under my nose, and show me I was wrong."

"Forget your friend, what about the times Karnage tried to bump _you_ off?" she reminded him, sharply. "You were a _boy_. My skin's crawling just to think about it. He's the worst type of creep, a waste of breathable oxygen."

"Preachin' to the choir," he said. "I'll still tear out Karnage's spine, if he's got one. Not thinkin' about Karnage, though. I'm thinkin'... remembering, the worst thing about Baloo's death wasn't that I'd never see him again. It was all the things I wanted to tell him, and never got a chance to. Tonight I had a chance, and I had nothin'."

"You were twelve. It's different then."

"It shouldn't be. Not that. Same with Molly, how long have I wanted to tell her that I'm sorry about her mom. Finally had the chance and couldn't do it, something that easy. These people were my family, Em. That's supposed to mean something, something that you _feel_. It's... not there."

"If it really weren't, you wouldn't be losing sleep over it," said Em. "Think about that a minute. I hate to be the one to tell you this, Mr. Cloudkicker, but for being such villainous scoundrel, you're still you." Her hand caressed over his heart, and she could feel it's beat; her fingertips happened along an indentation below his left collarbone, the scar of a gunshot he took that drew him inches from his life. She recalled, in a morose instant, the day he took that bullet, back when mercenaries under Shere Khan's payroll were gunning for him. She recalled how the shot floored him, how the blood burst from his chest, how he gasped for precious air, how stricken she felt when he thought he would die, and how she felt when she summarily repaid the shooter with a shot between the eyes, how she wished she could re-do it again and again, for an eternity, as if to administer to the bastard his sentence in hell.

"Baloo still thinks like I'm a kid. It's just the way he is. He thinks he can _fix_ me."

"Should've told him you've already been to a clinic."

His head turned, until his nose met hers. "Five in the morning and you're a comedian."

"Five in the morning, and know what I think we should do?"

"Hm."

She pulled back on his shoulders and weighed him down to the mattress, then rolled to her side of the bed. "Go back to sleep. I'm spent."

"How the hell can you sleep? You haven't even mentioned that we have a time machine downstairs."

"Of course it's been on my mind, I just don't know what it could really do. It's an opportunity of some sort, I suppose. We never pretended we'd end up anything other than shot or at the end of noose. Now there might be a very interesting alternative. It could like a gate into a whole other world, where we've got the upper hand. There has to be an advantageous to knowing what's going to happen before it does. A few good bets on horse races, we'd be set."

"That's how the Doc paid for his yacht."

"Oh! It's the Doc now, is it. How chummy. So tell me, your majesty. Now that you've got a time machine, what do _you_ want to do?"

He was quiet a moment. "Forget the past. I wanna see what's ahead."

Then where was a clamor from without, the drum of heavy footsteps approaching, a _bass_ drum. Cloudkicker sat up attentively while Em groaned. "Really?" she asked. "Now what." They both recognized who it was, particularly when you could hear his deep, grunting breaths huffing and puffing from far away, and Maul was not apt to approach the boss' private cabin unless it meant something urgent. Cloudkicker met him at the door.

"They're _gone,_ " the gorilla reported, terribly excited.

"No kidding," Em muttered, rolling her sleepy eyes. It was probably the stupidest thing she'd ever heard Maul say, stupider even that he'd make a fuss about it in the middle of the night.

"They've _been_ gone _,_ " said Cloudkicker, more incredulous than angry at the disturbance.

"No! The otter and the ball," said Maul; his giant knuckles pounded on the ground, making a little earthquake. " _And_ the time machine."


	9. Chapter 9

**Chapter 9**

Baloo was sweating, and it wasn't hot. It was bit crowded in the _Sea Duck_ , but not hot. Her new engines purred wildly, she was moving like she had never moved before, the speed needle on the dash pushed forward effortlessly beyond what he was used to, and yet still they moved half as fast as he wished he could go. They were headed due west into purple sky, stars receding, the first glimpse of sunlight behind them; steadily the sunrise over-chased them, unrolling under _Duck_ 's nose, black ocean bleeding into churning deep sapphire.

To his right, Molly, who had deigned to take a break from the smooch-fest she had upon reunification with her fiance, sat in the navigator's seat; she had been consulting the maps from the glove box (after, of course, giving the stacks of cash their due ogling and counting, and yes, she was able to confirm, there was ten thousand in hand), guiding Baloo in a direction where they would eventually join commonly traveled flight routes to-and-from distant cities, where they would better blend in and disappear from prying eyes. Standing between them was Doctor How. Gaia zipped around from window to window, unabashed as a three-year-old in the aisles of a candy shop. "I love flying," it said. "The view is always so breathtaking. If I had breath, I'm sure I would mean that less figuratively."

Baloo swatted at the orb when it darted in front of him for a pilot's-eye view. "C'mon, tryin' to fly here!"

"Gaia, behave," scolded Doctor How. "Why don't you find something useful to do? Run some sort of diagnostic."

"If you'd like," replied the orb. It beeped and whirred from within, bobbing just behind Baloo's head. "I diagnose that our pilot's blood pressure level is dangerously high."

"I meant on the airplane, and you know it," scowled the otter.

"In that case," replied Gaia, "I can hardly think of a more important part of the airplane."

Molly leaned to her left, watching Baloo apprehensively. "Hey big guy, why don't you take a break?"

"I'm fine," insisted Baloo, turning to give the floating orb the stink-eye. His hands tightened over the yoke, as if asserting himself as an unmovable object. "Nothin's gonna keep me from makin' sure we're far away from..." His voice trailed off, and his face drooped with a heavy frown. He sniffed, gritted his teeth, and adjusted himself in his seat. High blood pressure? You bet. He was fleeing from the kid he knew as his dearest friend. He was sitting next to a total stranger from the future. There was a dog-gone _UFO_ frolicking around the cockpit, for cryin' out loud. Oh yeah, and he had a time machine sitting in the back, with three federal sky marshals ogling it. There was likely no doubt that the yahoos on that pirate ship had noticed it was gone by now.

"I have been monitoring for radar signals emitting from _Iron Cloud_ ," offered Gaia. "The last ping was an hour ago. I estimate we have gained approximately six hundred kilometers."

Baloo seemed startled at that, and turned his head back and forth, searching. "Where'd we put six hundred of 'em?"

"She means we're almost four hundred miles from where we left," added Doctor How.

A long way and still too short a distance, thought Baloo. But at least it was something meagerly assuring. How did the grand smuggling and escape from _Iron Cloud_ come to be? Simple. It was cunning. It was genius. It was sophisticated. (read: it wasn't Baloo)

It was pretty much all Gaia's doing. There were certain perks to having on hand a super-computer that can mimic voices, manipulate radio transmissions, and scan the layout of every shaft, valve, nook and cranny of a structure.

Not that Baloo didn't try. At first, per Cloudkicker's preordained instructions, when Baloo asked for Molly they were going to bring her and the sky marshals down to the hangar. That wouldn't have worked out for anything; Baloo needed a chance to see the time traveler. He needed a plan to get that machine off the airship. So, he went hard with the swagger... because he was obviously in good with the boss, see, and how much did they want to test that... he demanded he walk them all down to the _Sea Duck_ himself, and if them lackeys didn't like it, they could always go tug on Cloudkicker's jacket and see if it was alright with him. Good luck grabbing him at this hour and not making him mad.

Well, he got his way. They took him up to the cells, a group of four fiercely armed footmen, to where Molly and the others were detained. One of the pirates had a tiny portable radio gizmo clipped to his waste band. It was the size of a cinderblock, but _tiny_ in that the ones Baloo had ever seen, twenty years before that is, required a big electrical wind-up box trapped to the guy's back; from it's little circular speaker, static would hiss and click sporadically.

Baloo had gotten one step, but for the next, he needed a stroke of luck. An opening. He needed to ditch these pirate escorts. "I can find 'em myself," he instated, but they snorted at him, 'not a chance.' He needed a plan, quick.

 _Okay_ , he thought, _when we get to Molly, as soon as they open the door, I toss 'em all in the cell, before they know what hit 'em. Yeah! Before they know what hit 'em... all four of 'em... before they can shoot me, or stab me... or..._ He gulped. _Oh, boy..._

Molly rushed to the cell bars as soon as she saw him. He winked at her, which left her bemused. She looked down, and he knew she was seeing his fists clenching whilst one of the pirates turned a key in the cell lock. She ever so slightly, yet ever so fervently, shook her head _no_ at him. He knew he didn't look as assured to her as he wanted to.

The cell door opened. Baloo sprang into action ― almost. A voice suddenly boomed in the air, from the radio speaker. _'You four! Leave 'em!'_ It was Cloudkicker's voice, and he was mighty pissed about something. The pirates jumped like invisible jaws bit their rears, and the one holding the radio didn't even have a chance to respond before further orders were issued: 'I got clogged pipes backin' up the latrines! Go take care of 'em!' The pirates moved at once, but then stopped, glancing at each other, confused and apprehensive. _'Move it! Don't forget to give the bear your keys, dimwad!'_

Just like that, Molly was free, Baloo had the cell keys in his hand, and the four armed lackeys fearfully raced out of the corridor to do their boss' bidding. Baloo looked around, and up at the ceiling, wondering if he had just gotten a late Christmas miracle from the Guy Upstairs. Not quite. Instead, that talking, floating orb emerged from behind him. "Boo!" it said, making him and Molly start and yelp alike. "You weren't going to leave without us, were you?"

"That was _you_ on air?" asked Baloo.

"Guilty as charged," said Gaia. "I've actually done it several times already, in order to sneak my own way to this location from the workshop they placed us in. The bad news is, I'm running out of plausible emergencies; the good news is, I've got half the crew running around in total chaos, looking to fix problems that aren't there."

She was tempted to swipe her arm over the orb to check for strings. "Where's your ― um... owner? I'm sorry, what _is_ he to you?"

"Well, technically, he is my _end user_."

Baloo's face twisted with utter confusion. "Yer _what_ user?"

"Let's just settle for 'it's complicated'," said Gaia. "Listen, Doctor How is to meet us in the airship's main hangar. He's taking a shortcut through a series of shafts and crawl spaces I've directed him to."

"What about the time machine?" asked Molly.

"If you will trust me, I will take care of that once we are on board the _Sea Duck_. I'm afraid we must hurry, before someone pokes their head in the workshop and discovers our absence."

"Come on, then," said Baloo, leading them down the corridor. "Let's turn these guys loose an' split!" To the other end of the corridor they went, the last cell where the other three captives were held. They sat on the floor, and had each taken ownership of a wall on which to lean against. One of them rushed to the front as soon as he saw Molly; Baloo had seen his photograph hanging on the wall in Molly's house, recognizing him as the guy in the nice suit. He was handsome bear, light brown and husky build. He had animated, thick eyebrows, which lent toward an expressive countenance; he had probably never bluffed his way through many poker hands. The other two soon followed in kind to the bars, their names embroidered on the right side of their jumpsuits: a bulldog named McCoy and a racoon named Spence.

"Charles!" cried Molly, grabbing his hands through the bars.

"Molly!"

"Oh, Charles!"

"Oh, Molly."

"Oh, brother," Baloo muttered. Not to _bah humbug_ a little love in the air, but he blatantly crashed the lovebirds' personal space in order to get the key in the lock, nudging Molly out of the way with his elbow. As soon as the door swung free, Agent Charles Wright lunged out and yanked Molly to his side, where he, McCoy and Spence had made a three-man fence between her and Baloo. "So _this_ is the guy who says he's Baloo," said Charles, assuming an bladed stance that was ready to wrangle the bigger bear down if he made any sudden movement.

"Aw, I been through this way too many times an' don't you even _start_ , bub," snarled Baloo. "Now get movin' or stay put! We're goin' _this_ way." Baloo just turned and stomped away, revealing the floating robotic orb that was behind his back.

"I suggest we follow him," said Gaia, bobbing along over Baloo's path.

That left Molly to sustain three incredulous looks grasping for an explanation of what they just saw.

"Just _go_ ," she said, shrugging.

They made a quiet but hurried procession, following Baloo, who was backtracking the way down to the hangar. The very late hour and the confusion instilled on the crew on Gaia's part had left them practically unnoticed for the entire jaunt. In the hangar, where dozens of pirates still conducted their maintenance on the scores of aircraft, Gaia took the liberty of slipping inside of Baloo's jacket pocket, making him squirm. "Doctor is here," the orb whispered. "Now, check your two o'clock position. That's pilot jargon, isn't it? Do you see that inconspicuous crate over there? The one no one is noticing scoot around on its own? I am communicating with him how to move when no one is watching."

"We ain't got time for him to scoot," said Baloo. "I'll get the crate. Rest of you, pile in the _Duck_."

The three marshals, however, were all too apprehensive about openly walking into the hangar. "You're _sure_ their gonna just let us go?" asked the bulldog.

"That's what Kit said he wanted," Baloo replied.

"Kit?" said Charles incredulously. "On a first-name basis with the crook, huh?"

Baloo turned to him, slowly, the last iota of his gentle, happy-go-lucky spirit crushed by the thundercloud that consumed him, and he was fit for a rampage. Seeing this, Molly quickly got between the two bears before her fiance became a hospital patient. "Loud and clear, Baloo," she nodded, clamping her hand over Charles' mouth. "Going to the plane."

Baloo wasted no time, stomped across the hangar, grabbed the crate by the corners firmly, and shook it just to make sure he had the right one; he heard a rattle and yelp from within. "Gettin' ya outta here," he told the crate. "Yer feet on the ground?"

"Uh... y-yes," replied a voice.

"Then ya better move 'em, 'cause we're goin' fast!"

He slid the crate as far back as the _Sea Duck_ , meeting with the others as they climbed in the side door, before one of the pirates in oily and patched coveralls, wielding a large rivet gun, challenged him. "Boss said you could go, didn't say you'd take anything with ya," he snarled.

Resisting the temptation to smash the crate in the pirate's face, Baloo feigned indignation at such an accusation. He slid the crate to just under the plane's side door, offered his hand to Molly, who accepted it, and, as gentlemanly as could be, helped the nice lady up to step on the crate and into the plane. That done, his hands on his hips, he glowered a look at the pirate that asked, _yeah, what now, Jack?_

The pirate's face flushed with embarrassment, but his eyes happened to wonder on the strange round bulge in Baloo's jacket pocket, that seemed to be bobbing around on its own. "What's in the pocket?" he asked, squinting.

Baloo glanced down and patted at his pocket, not quite being able to get to _not_ bob. He smiled nervously. "Uh, this, ya see, is..."

"We're just happy to see you," said Gaia's voice.

The pirate had no idea where that voice came from, or who said it, but was suddenly quite mortified. He stepped back... way back... dropped his rivet gun and just ran away.

Baloo was the last in the plane, and before he got in, he upturned the crate, grabbed the otter inside by the shirt collar, and hoisted him into the _Duck_. He slammed the door behind him and hurried into the cockpit, while Gaia darted from his jacket. "Are you okay, Doctor?" it asked.

Doctor How glared at the orb; he had a banana peel and cracked egg shells stuck to his shirt. "You didn't tell me it was a _garbage chute_ ," he said.

"Oh, didn't I," said Gaia. "Details, details."

An odd, awkward moment ensued between Molly, the sky marshals, and the time travelers, greeting each other silently with strange, bemused glances. Meanwhile, Baloo had the plane on and revved up in seconds. Attack planes were taxiing all over the place. Pirate crew acting as traffic control officers, adhering the orders of their leader, halted other taxiing, pointed and guided the _Sea Duck_ to the nearest lift. A starry night awaited up the other side; two squadrons of pirate jetplanes buzzed overhead, looking for trouble.

Baloo had the heel of his right hand impatiently placed on the throttle, while the lift inched up the last few inches, until it clicked into place, level with the runway. And some runway it was, thought Baloo; there was no sign of the ground, no matter where you looked. The horizon, black on black and nearly invisible, swayed slowly as the airship did high in the sky. Baloo punched the throttle. Their were a number of yelps behind him, jostling sounds, people tripping over each other over the sudden breakneck speed. The _Duck_ 's engines had a mighty kick to them, and a new feel, for even Baloo was surprised at how fast she accelerated. He wasn't complaining.

 _Iron Cloud_ 's two parallel runways were as long as most he had seen on the ground. The _Sea Duck_ was wheels-up well before it reached the end of the great flying leviathan. And little did Baloo know that he had his own flight attendant, who was about to give a safety briefing; he heard a _ding ding ding_ , like a tiny bell being struck, and Gaia saying, "Everyone, if you would kindly stop rolling on the floor and suspend your collective state of cluelessness, I would ask you step inside the cockpit. Um, immediately. Unless you would _like_ to experience the complete atomic dispersal of your organic matter, which incidentally I would not mind witnessing for the sake of knowing what it actually looks like. But yes, fair warning. Get in the cockpit now please."

"Yes, do," Doctor How agreed. "We have to get the TASTI on board before we get too far away. We've got seconds!"

The group piled into the cockpit, to Baloo's dismay, muttering, confused. Doctor How shut the door behind them. "Now, Gaia!"

On cue, the orb burst into a tune, the first few lines of _Pop! Goes the Weasel_.

Not a second later, a massive _crash_ resounded from the back of the _Sea Duck_ , making the plane shake like it had flown through a tidal wave. Everyone standing in the cockpit was shaken like dice in a cup, falling and scattering all over the place. Baloo wound up with a sky marshal on his lap. "The heck was _that?_ " he shouted. From behind the door, the last line of the tune played in beeping tones.

"Short-range teleportation successful," announced Gaia. "And wow. You people can _bounce_. I recorded it all on holo-video, if you're ever in the mood to watch something funny."

Baloo, deeply _not_ amused, scowled at the otter. "What'd ya do to my plane, Doc?"

Doctor How opened the door by a few inches, peered inside, and a smile crossed his face. "Great job, Gaia! Captain, please add to your cargo manifest one time machine." He drew the door open all the way, revealing to the stunned onlookers ― beside that every porthole window in the cargo hold had been shattered, whipping up a considerable amount of wind inside the plane ― the very device from the island. The five of them (and a decimal, counting Gaia) padded into the back to ogle at the TASTI _,_ as Doctor How was introducing it as, leaving Baloo alone in the cockpit. _If you've seen one steel bathtub, you've seen 'em all_ , he thought, shaking his head. Not that he didn't have the slightest intrigue with it, but that damn thing had caused so much trouble, he was tempted to open up the back hatches, pull straight up, and let it fall to its doom.

While he had a moment to himself, he took the opportunity to reach way over to the glove box, open it, and fish out the stacks of money. He piled the green paper bricks on his lap, and gave it all its due consideration. It's not like there wasn't any part of him that wanted to keep it. Look closely at it, though, with a hint of imagination, there were blood-stained fingerprints smeared over each bill. Terrible things happened to make this dough. The money was out the window before anyone knew what he did with it.

So went their departure from _Iron Cloud_. Who knew how long before the pirates realized they were missing a time machine. For a few hundred of minutes now, Baloo worried it would be _any_ minute.

"Uh-oh," said Gaia suddenly.

"What's uh-oh?" asked Baloo.

"There is a strange UHF signal emitting from within left wing. It's not a frequency typically used in this era. I believe it is a long-range tracking device. We may not be as blind to _Iron Cloud_ as I thought."

Baloo looked out the left window, then rolled it down, rubbernecking is head for a better look at the wing, while icy air swirling in the cockpit made Gaia shake and Molly's pony tail flutter. His face was grim as he settled back down in his seat and rolled the window up.

"Do you see anything on the wing?" asked Molly.

"We're bein' followed," Baloo said.

Gaia zipped between his head and the side window. "Oooh, nice catch," it said. "Their not using any active energy emissions for tracking; I believe they are merely eyeballing us."

"One of Cloudkicker's?" asked Doctor How.

"Unlikely," said Gaia.

"It's red," added Baloo, remembering Don Karnage saying, _I_ _have scouts doing scouty things all the time._ What sat in his gut as a sickly feeling was that he actually felt a measly little bit more safe.

"Aaand... I have another uh-oh," announced Gaia. "We have just been re-acquired on _Iron Cloud_ 's radar. I'm afraid it's gaining on us."

 _Any minute, here ya are_ , thought Baloo. He inclined the _Sea Duck_ 's nose downward, losing a few hundred feet and picking up a few more miles-per-hour.

"Gaining?" asked Molly. "Are you sure? Something that big couldn't be going faster than we are."

"It could if it was fitted with the world's largest turbojet system. Trivia: at the cost of extreme fuel consumption, _Iron Cloud_ can sustain burst velocities capable of overtaking normal propeller-driven aircraft. Observe." A holographic image projected from Gaia, one of a miniature model of _Iron Cloud_ itself, suspended between the pilot and navigator's seats; the image began as a bare-bones structure of beams, and like third-dimensional blueprints almost instantaneously added its decks, walls, corridors, and fixtures, everything from the inside out; that aforementioned world largest turbojet system and all of its giant nozzles were ablaze with rocketing fire. The image only received annoyed, incredulous glares from Molly and Baloo, prompting a clarified paraphrasing: "Okay, allow me to explain it another way: big thing go fast when want to."

"I'm so sorry," sighed Doctor How. "The attitude is a quirk in her programming."

"How _close_ is it?" Baloo wanted to know.

"Hardly a dot in the horizon, and it won't sustain its speed for long. At this distance we _would_ outrun it in the long term, but the same thing likely won't be said about Cloudkicker's fighter jets, which I expect are heading toward us now. We have minutes."

"What'll we do?" asked Molly. "We can't outrun jets, and there's no way we're going to..." She received a quick sidelong glare from Baloo, giving her pause. "I'm sorry, Baloo. From what they say, I'm not sure even _you_ could shake him."

The radio speakers in the cockpit clicked with static. _'Pick up the radio, Baloo.'_ Cloudkicker _._

At first Baloo just stared at the radio mic, then his hand trembled as he reached for it. Molly put her hand over his. "No, don't let him convince you," she said. By then, Charles had joined them in the cockpit, responding to the sound of Cloudkicker's voice.

"I could tie up his radio transmissions," offered Gaia.

"Yes, please," said Molly.

But then: "No," said Baloo.

 _'Land the_ Duck _, Baloo.'_

The pilot, however, held fast to his course. He swiped the mic from the console, held it to his mouth, held his thumb firmly over the button... but words did not come; at least not from his side of the conversation.

 _'Baloo, listen to me. I get it. You think you're doin' the right thing, but this is no time to be a hero. You got no idea what you're gettin' into. All I want is the machine and its maker. Give 'em back, and I give my word that you go on your way and no one gets hurt.'_

"I have analyzed his radio transmissions for his speed and distance," said Gaia. "He's two minutes out of firing range."

"Isn't there anything you can do?" Molly asked the orb.

"If he had a computerized system tied into a connective network, absolutely," said Gaia. "Alas, you people live in the dark ages where simple Wi-Fi hasn't even been invented yet. Honestly, you have no idea how much that sucks. I haven't seen a new funny cat video in twenty years."

"So on a scale of one to ten," said Charles, "exactly how sandbagged are we right now?" Gaia, ever helpfully, emitted a flashing, holographic pink '10' and plus signs with little fireworks exploding around it.

"You should do as he says," suggested Doctor How, morosely. "I can't ask you to risk all of your lives. I'll... I'll be okay. Gaia and I will think of something."

Charles nodded. "That was a neat trick getting your machine in the plane. If you've got something else like that up your sleeve, it could buy us some time. As soon as I can get a telephone in my hand, I'll have the full force of the Uslandian military knocking on Cloudkicker's door. If... they don't throw me in the rubber room." He glance back into the plane's cargo hold, rubbing the back of his neck. "On second thought, I don't know who's going to believe us without seeing it first."

"A moot point," said Gaia. "That neat trick you refer to happened to represent the last output of the TASTI's quantum drive. No more flashy jumps."

"Besides," interjected Doctor How, "I'd really, _really_ appreciate if no one else knew about it."

"Despite our doing such a great job today in keeping it a secret," noted Gaia.

Then, Cloudkicker, on the radio, gravely: _'Don't make me do this.'_

All eyes fell upon Baloo. "I'm not landin'," he said. He wasn't picking it apart in his brain like the others talking around him, not debating the pros and cons. All he knew was that he wasn't landing. "What if we dump it?" he asked. "Just get _rid_ of it."

"No, we can't," said Molly. "Then this man couldn't go back to his own time. He'd be stuck here forever."

"Oh, I have no intention of going back to my 'own time,' as you put it. But I think it might be worth holding onto, for the sake of one of us here." To that, he put his hand on the pilot's arm. "I'd like to get _you_ home, Baloo. That's the only reason I didn't use it's last bit of power to self-destruct. I suppose you _could_ dump it. I won't tell you not to, not after all the trouble I've caused. It's up to you."

"Dumping it won't help us outrun Cloudkicker," said Charles. "He either catches up to us _with_ the time machine to give him, or he catches up to us _without_ it. We have to surrender it."

Baloo turned his head back at Doctor How, blinking. "You mean it? I could still...?"

"I couldn't promise, but yes. I'd need to find a way to get its battery back up and running, and... well, that's going to be quite a task. I'd do my best."

"Thirty seconds," announced Gaia.

"You all find somethin' to hold onto, tight," ordered Baloo. "Make sure that gizmo's tied down to somethin'!" Doctor How and Charles heeded his words without question and scrambled to the back. Baloo wiped his damp brow on the sleeve of his jacket. "Oh, boy. Wings, don't fail me now."

"I have a new reading," said Gaia. "Straight ahead. A _big_ one."

Baloo squinted through the windshield. The sunrise burned away the deep purple of the western horizon, where a dark star twinkled in the lightening sky. Then a second dark star next to it, and a third. These three dots were growing larger, and smaller, dots, by the dozens, emerged around them.

"Know what it is?" asked Baloo.

Gaia made a series of whirring noses from inside its spherical casing, and replied, "The _Iron Vulture_ , and company."

They suddenly were not the only ones to have made such a discovery. A voice on the radio, one of the pirates, shouted, _'_ Iron Vulture, _twelve o'clock! Twelve o'clock!'_

The announcement had initiated a clamor of radio cross-traffic, the sky pirates buzzing about the appearance of Don Karnage's flagship, its two zeppelins escorts, and several emerging planes glinting red in the dawn.

 _'I want the_ Cloud _keeping a bead on the_ Sea Duck _,'_ ordered Cloudkicker. _'DO NOT LOSE IT. Everyone else, on the_ Vulture _! All planes in the air, now!'_

"He is in firing range!" alerted Gaia. "Above us! Evasive maneuvers suggested!"

Baloo, however, hardly heard over what else had caught his ear, terrifying him, something like the roaring of the hell's endless fire. He could feel it rattle his bones. The roar grew as loud as what would seemingly rip the very sky apart, approaching, inescapable. It was coming for them. Baloo flinched, and a squadron of five black jet planes, the lead trailing heavy black smoke, blew by overhead with engines under their wings blazing with fire. Their wickedly fast wake left the _Sea Duck_ bobbing in turbulence. Baloo watched them go, letting out a huge breath he did not realize he was holding.

"Afterburners," explained Gaia. "They look like so much fun."

 _'Tsk, my boy, my boy, my boy,'_ said Don Karnage on the open channel. _'Why don't you learn to pick on someone your_ own _size? Because Baloo is_ twice _your size. Because he's so fat and we're not, you see, so we are about the same size.'_ He paused to clear his throat. _'Yes, well, I make this up as I go. Not everything is going to be so snappy.'_

 _'Blow past their planes,'_ said Cloudkicker. _'Rockets on the_ Vulture _'s rotors. It goes down, we clean up the rest!'_

 _'Ha!'_ replied Karange. 'Ole _, boy! Come and get me! Follow the red!'_

"You don't know it yet, but listening to this is still better than watching daytime TV," said Gaia.

"Baloo, head for Karnage's planes," urged Molly. "They're covering us!"

The five of Cloudkicker's attack jets speared into a head-on course with two dozen of the Red Wolf's, who for the moment may have had the numbers in their favor, but their propeller engines lacked the speed, and armaments the outright kill-power of Cloudkicker's war machines. But something odd occurred before the guns started blazing. On cue with Karnage's words, _follow the red_ , one of the Wolf's planes on the far side spouted a long, red smoke trail from its tail. The plane did several barrel rolls, making sure it and its trail were seen; and it was. Cloudkicker in the lead broke off from his beeline toward the _Iron Vulture_ , true as a bull toward a matador's cape, and charged the red. His wingmen followed. He had just made his turn when a second Wolf plane spouted a red plume, then a third, fourth, and in mere seconds all of them. They criss-crossed each other, then, all at once, made an abrupt about-face, turning back toward the _Vulture_.

 _'Which one do we shoot?'_ asked a female on Cloudkicker's team, unmistakably Emma Rye.

 _'Just KILL,'_ said Cloudkicker.

Amid that brief stretch of chaos, two of the Wolf's planes had flown low and undetected under Cloudkicker's wings. They popped up along the _Sea Duck._ Baloo knew them too well already, not necessarily as a good thing, so he thought; he had flown beside them on Karnage's factory heist.

 _'Hey, how's it goin' Baloo-ey boy!'_ said Ace London, who took the left side of the _Duck_ while Dan Dawson took the right. ' _Stick close to us! We're gonna take ya around!'_

Baloo grabbed the radio mic, his eyes narrowed at Ace's cockpit. "Don't need ya to take me anywhere, thanks."

 _'You're not gonna fly through that mess ahead,'_ said Dan. _'Nobody is.'_

It was a warning. Puzzled, Baloo glanced at Molly, who shrugged, then at Gaia; the strange little orb seemed to know everything else, anyway, so why not. Alas: "No idea," said Gaia.

 _'Sharp turn to port, c'mon!'_ said Ace.

"Good gravy," muttered Baloo, reluctantly veering the _Duck_ to follow, until it was perpendicular to the imminent air battle.

The _Sky Wolf_ and _Big Kazoo_ , flanking the _Iron Vulture_ to either side, branched away in opposite directions, baring their open broadside cannon hatches to the attacking jets. The Red Wolf planes, having blurred the distance between and Cloudkicker in a dizzied array of red smoke, scurried to the _Vulture_ as chicks taking to the wing of their mother hen. Cloudkicker's squadron, scattered now as each had picked their own plane to shoot down, rocketed closer in pursuit.

 _'Now!'_ cried Don Karnage.

Upon is command, big round rockets spouted from the open maw of the _Iron Vulture_ , as well from the broadsides of the zeppelins. They wobbled and rolled erratically, evident from the screwy smoke trails they left behind. They were sluggish as far as rockets went, and shot high, low, and to the far left and right, with no seeming particular direction, except perhaps a little bit of everywhere.

Cloudkicker's puzzled response could be heard on the radio: _'What the hell...?'_

Then the rockets exploded; not explosive and fiery, more like wet and bubbly. They saturated the stretch of sky containing the attack jets ― and lots more for good measure ― in an immense, white, fizzy foam cloud. The flame-spewing engines of Cloudkicker's squadron suddenly went silent, at the efficiency of several candles on a birthday cake blown out in one go. Their was much clamor on the radio from the squadron, all to the effect of engines out, can't restart, _going down_. And down they went, in downward corkscrew paths, flaps and ailerons flipping erratically in futile attempts to regain control.

 _'Get every plane in the air!'_ commanded Cloudkicker. _'Don't let them get away!'_ While he was handing out orders, the five jet planes made their emergency landings with varying efficiency; two had parachuted out, and their jets merely plummeted into scrap. A third banked too much before it hit the water and had its wing sheared off; the pilot hit the ejection seat but was merely catapulted into the sea before his parachute bloomed. Number four skipped like a cast stone, had its tail snapped off in all the bouncing, but its pilot, Em, opened the cockpit glass unharmed. Cloudkicker's stayed airborne the longest; though it was meant to sink like an oven, he cradled the plane's hull into the churning crests and his landing was even and precise. Once he was down, apparent by his following radio traffic, he had a clear view of of the _Sea Duck_... and its destination. _'Baloo! What do you think you're ― don't do it! You can't!'_

Baloo blinked, eyes heavy, his hand still on the radio mic, drawn again to his chin. _I'm doin' it for_ you, he wanted to say.

 _'Don't you dare take his side. Don't you―'_ There was a brief crackling, and Cloudkicker's transmission went silent. They couldn't know it, but he had crushed his mic in his hand.

"Come on, Baloo, snap out of it," said Molly. "You saw how many planes Kit has, and they'll all be on our tail."

 _'Get on the big, metal bird, Baloo,'_ said Ace London, as they veered from around the foamy cloud toward Karnage's flagship. _'We're gonna get ya outta here.'_

"I'm intercepting communications from within _Iron Cloud_ ," said Gaia. "Their scrambling more planes, but the airship itself is nearly deplete of fuel and has ceased pursuit. If the Red Wolf forces can successfully fend off the attacking planes, we stand an excellent chance at escaping. I would actually recommend accepting their offer, and taking cover inside of the _Iron Vulture_."

"What the blazes do _you_ think ya know about the _Iron Vulture?_ " snarled Baloo.

"For one, I know it's nice and bulletproof," replied Gaia. "And according to what I'm hearing, they're gunning for the _Sea Duck_ now, not Don Karnage. I don't know how many armed planes you can evade in a dogfight, but I can tell you there will be at least thirty of them coming on the next wave, and more following."

Baloo swiped his hand from his brow to his snout, the weight of the world causing him to slouch forward. To dump the time machine or save it? To pretend to be safer with a yahoo like Don Karnage or trust his own way? To out-maneuver thirty bullet-shooting planes or ― forget it; he didn't know what his limitations were, but he figured they probably began when there were more bad guys than he had fingers to count them off on.

A part of him would have rather landed the _Sea Duck_ in a lake of bubbling lava, but he landed on the _Vulture_. He was far from the only one; many of the Red Wolf planes that taunted Cloudkicker's squadron were also headed in. The hangar within the airship was bustling with activity, where several landed planes taxied quickly to make room for the rest. Two cannon-like contraptions with huge, gaping barrels were set up at the jaws of the airship's prow, with a dozen more engine-dousing rockets standing by. Karnage's airship was in the process of maneuvering a turn-around, and once its tail was facing away from Cloudkicker's forces, it kicked into full speed forward.

At this point, as the _Duck_ was guided to its own parking spot, Baloo was far over the thought of _I can't believe I'm doin' this_. Nope. At this point, the world was so bananas that he wouldn't even question if he suddenly grew fairy wings and an appetite to steal teeth from under children's pillows.

Don Karnage was there, making it a point to stand near the pilot's-side cockpit door as Baloo distrustfully poked his head out and stepped out of the plane. The wolf's face was full of smugness, rocking on the balls of his feet with a seeming giddy impatience, a stark contrast to Baloo's slow, sour glumness.

"Well," said Karnage. "How was it? Hm?" Baloo just gave him a dirty look in reply, which seemed to make the sky pirate of legend even giddier. "Did not _someone_ , at _some_ point, perhaps tell you that you would end up back here? Perhaps that you would _crawl_ back to me, once you met the acquaintance-ment of a certain bastardly bear? You know, Baloo, I hate to say I told you so, but I _love_ saying it! I _told_ you so! Told you so, told you so, told you so! What did I do? Told! Who did I tell? You! What did I tell you? So!"

Boy. Was he ever bottling that up. "Ya done now?" asked Baloo.

"Not yet. Your attention, please!" At the snap of Karnage's fingers, random crewmembers produced brass trumpets and tooted out a din of out-of-tune fanfare that could somewhat be described as introductory... leading to a huge sign unrolling from the rafters, spotlights shining on it, that read in tall, bold letters: TOLD YOU SO!

"Yes, I put _way_ too much work into this," said Karnage, who, wrapping his arm around the shoulder of his old nemesis and feasting his eyes on unveiled sign, was nearly weepy at this beautiful moment. "Worth it! Now come, come. Do not stand there like the gloomy goosey, tell me all about it! Start with, _where is the bomb_. Then shut up." The wolf started chuckling shrilly, jabbing a claw into Baloo's brow. "The way he was _after_ you, Baloo. Decided not to tell him where to find your magical time machine? What else do you have stowed away in that empty cave of a cranium that he would not let even _you_ go?"

Baloo shoved him away, irritated, but more so surprised. "You... didn't save us for the..." No, he could see it in Karnage's face. The wolf had no idea what cargo the _Sea Duck_ was holding. "Why _did_ you help us?"

"It's what we do, sweetcheeks," answered young Marty, who swaggered up to Karnage's side. But Karnage's glare at the pilot shown of quick aggravation. "Girl!" he called out. Marty flinched and looked up at him apprehensively, the _what'd I do?_ look. "Wh-what?"

"Not you, the annoying one with Baloo," said Karnage. He hammered on the _Sea Duck_ 's side with the bottom of his fist. "Out now!"

Molly squeezed out of the door from behind the pilot's seat, not before turning her head to shush somebody, which wasn't at all as inconspicuous as she intended. "Um, hi," she said.

"Who else is back there?" Karnage wanted to know.

"Who? No one! I mean, I... I thought you were going to ask about the bomb."

"I _am_."

"Okay, then. Go ahead."

Karnage's red fur seemed to glow an extra shade redder as his fists clenched. "Where. Is. The bomb."

Molly bit on her knuckle as she considered her answer. "If I tell you what I know, promise us one thing."

"What?" asked Karnage, eyes narrowed at her.

"That you won't ask about who or what's in the plane. It's truly of no interest to you."

"Deal," said Karnage quickly. By then, Ace and Dan had joined him. "You have my _most trusted_ word. Now, the bomb."

Molly was a bit surprised at that answer, how easy that was. "It's on _Iron Cloud_. I don't know where, exactly, but it's there."

"You're sure? How do you know?"

"I heard Kit say so myself."

"Really..." Karnage rubbed his chin a moment as he considered that answer. There was something he found incredulous about it, not in Molly's truthfulness, but the general likelihood. "But I have had my eye on that ship for years. Interesting."

"You'd really think Cloudkicker would stow that thing on the biggest radar blip in the sky?" asked Dan. "Talk about puttin' all your eggs in one basket. One big hit and it goes down like anything else, and if the bombs on it, so does his whole phony empire. Just seems too easy."

"Only easy as takin' _Iron Cloud_ down," said Ace London. "Bomb's practically as safe there as anywhere else."

"I _get_ it," said Dan. "It's still not good strategy, is all I'm saying. Doesn't wash with Cloudkicker's style."

"Maybe it's one of those reverse physiological thingamajigs," mused Ace. "Ya know, keep it where no one expects it. Question is, is that mongo ship an egg we can crack?"

Karnage cocked an eyebrow at Molly. "Are you sure?"

"I didn't see it myself, but I know what I plainly heard," she said. "We didn't exactly get a chance go exploring."

The wolf scratched behind what remained of his left ear, shrugging at Ace and Dan. "Look into it," he said, while they nodded. "And, speaking of exploring, _now_ we take a look at what's in the plane."

"Wait a minute!" protested Molly, jumping in front of him. "I thought you gave your word?"

"I said I would not _ask_. Who's asking? _This_ is good, old fashion high-jacking. While you watch like the damseling distressed-ess, see if you can tell the difference, why don't you."

Molly was pushed aside, and she looked to Baloo for help, but, his arms crossed and grimace deep, he seemed far from giving a flying fig. So, Molly just stood by him, muttering a very unladylike word expressing her discontent at the situation, as Karnage opened the plane's side door. He peered inside the cargo hold, then turned his head at Baloo and Molly, blinking.

"It looks like a steel bathtub," he said.

"Right?" agreed Baloo.

Back to the plane: "All right, everybody out," ordered Karnage. "Let's go, _vamonos!_ "

In single file, they complied; the three Usland Sky Marshals first, then Doctor How, adjusting his yellow bow tie, and lastly Gaia, who unsurprisingly garnished the most attention straight away. "No photos or autographs, please," it said.

"And just what is _this_ thing supposed to be?" asked Don Karnage.

"I'm the ghost of that tennis ball you lost as a child. Remember me?"

"I never _had_ a tennis ball," said Karnage, through gritted teeth.

"Well you _should_ have," said Gaia. "No wonder you turned to a life of crime."

Wide eyed, Marty and Ace reached out with their fingers to tap on the orb's mirror-like surface. "Ah ah, no touch," warned Gaia, as it zipped over Doctor How's head. "I'm ticklish."

Dan Dawson groaned. "I'm sorry, am I the only one noticing the _three cops_ standing here?"

"If you please, allow me to catch everyone up," said Gaia. A bright blue holographic arrow appeared in thin air, pointing toward the _Sea Duck_ 's side door. "A time machine. It's out of service, or trust me, it would have already blown this joint." The arrow multiplied into two, and moved to point down at the orb and Doctor How. "Time travelers from the year 2437. We're pleased to meet you. We've also been stranded here for the last twenty years and we're just a little bit tired of all of your twentieth century bullcrap." Then the two arrows became three, over the heads of Marshals Wright, Spence, and McCoy. "Usland sky marshals, caught spying on _Iron Cloud_. Yes, there's three, but the shorter two never get any lines and they don't eat much. You'll hardly even notice them." The arrows then converged into one, over Baloo. "This would be our piloting savior, who I might add started all this fiasco by accidentally engaging our time machine twenty years ago, and last, but not least..." as the arrow fell over Molly, "Actually, she _is_ the least. Honestly, she's the only person in our group who has no functional role."

"Somebody get me a tennis racket," snarled Molly. The glowing arrow whisked away into oblivion.

"Well," huffed Gaia. "There's no need for hostility."

" _I'll_ be the one to decide that," said Don Karnage, his hand on his sword hilt as he turned a suspicious, sidelong gaze at the floating orb toward the three marshals. "And what do the flying flatfoots have to say for themselves?"

"We _are_ duty-bound to place you under arrest, Red Wolf," said Charles.

"And how, might I ask, would you plan to do that? Hm?"

"Besides asking you very nicely to turn yourself in and give us command of your ship?" Charles shrugged widely, his arms flinging upward. "I guess you got us. If you can help get us in touch with our brass, we'd be perfectly happy to forget we ever saw you. If the bomb's on _Iron Cloud_ , they've got to know."

"See?" Gaia whispered aside to Doctor How. "The other two never get to talk." It was enough to catch Karnage's attention.

"And what is this talking ball thingy?" he wanted to know.

"I'm with him," said Gaia, indicating Doctor How by swerving and hiding behind his back. Karnage approached him, glaring down. "And _you_ , then," he said, "First, I have one question for _you_."

"Y-yes?" replied the otter.

Clasped hands rose to Karnage's chest. "Where did you get that marvelous shirt?"

"Oh! Do you like it? It's real silk."

"Yes, yes, I can see! And the cut, ah!"

"I have a friend in the garment business. I could ask about one for you."

"Do you think it comes in my size?"

"Oh, I'm sure they'd ―"

 _'Incoming!'_ cried a voice over the ship's loudspeakers. _'_ Cloud _interceptors are catchin' up!'_

Don Karnage looked up, and, as if speaking to and demanding a reply from the thin air, asked, "And...?"

 _'We copy you,_ Iron Vulture,' said a radio transmission from Admiral Pomp, over the same speakers. _'Have no fear,_ Sky Wolf _is here!'_

 _'Oh, be still my beatin' heart,_ _gramps!'_ said Goldie, from the _Big Kazoo_.

 _'My dear woman, would you_ kindly _get off the air unless you have something useful to say!'_

 _'No. Neener neener neener! Bleeeech!'_

"My protection," groaned Karnage.

"Wait, that's a _real_ time machine with _real_ time travelers?" asked Marty. She climbed inside the _Sea_ _Duck_ , quickly and excitedly. "Ha! I bet Felix and Joey are still lookin' for it on that island! Wow, this thing's cool!"

Baloo and Molly glanced at each other, grim as ghosts. Karnage had noticed it. "What?" he asked. Baloo just solemnly shook his head at him. It was enough to get the message across.

" _Was it_ on the island?" asked Karnage, drawing closer to them.

"It was like you said," admitted Molly. "We _had_ to show Kit, or Baloo didn't have a prayer. We didn't know they were there, too."

Don Karnage bared his fangs in a feral snarl, a glimpse of regret hidden in a ferocious visage. He spun away from Baloo and Molly, stomping away from the _Sea Duck_ , cupping his brow in his hands. "I sent them where Baloo disappeared. I thought it would be the best place to find it." Then he stopped, crossed his arms, and sighed heavily. "I _have_ to be right, always."

Marty poked her head from the _Sea Duck_ 's door. "Cap! We better go grab 'em, huh? What? What's the matter?"

"Nothing," said Karnage. "They will find their way back home."

The sizable Van Petz, twirling his black goggles around his finger, rounded the tail of the _Sea Duck_. "Yep! I'm the greatest!" he boasted, slapping Dan heartily on the back (and just about toppled him over in doing so). "Did ya see how them jets dropped? Like magic, baby! Pure mag- oh, hey baby..." He had just noticed Molly. "Come back to see more? Yep, I'm still rockin' the ― hold on a second..." His eyes shifted left and right, his nostrils flared, and static electricity crackled as he ran his hand over his hair. He began sniffing the air, turning his head as if drawn to a scent. He faced the seaplane, _sniff sniff sniff_ , like a bloodhound, _sniff sniff_... nose against the fuselage, _sniff sniff_... following an unseen snail trail, _sniff sniff_ , up toward the left wing, _sniiiiiffff..._ "There's somethin' in the wing," he said.

"Okay, I am both startled and strangely impressed," said Gaia, bobbing just over Doctor How's shoulder.

Van Petz had a stern look about him, entirely in his own little world where the others didn't exist, as he whipped out a screwdriver from his pocket and, without a hint of tenderness, tore the wing open at a bolted seem, for him as easy as ripping cardboard. Baloo protested and was about to shove him away from his baby, but it was over too quickly. Van Petz reached in the inner workings of the wing and yanked free from an electrical cord a curious metal box with a flashing green light. "Radio tracking device," he said, holding it up briefly for presentation before dropping it to the floor and crushing it under his heel. Then he looked up at the group, back to the world where they existed once again. "As I was sayin'. The greatest!"

"I detected it first," pouted Gaia, slinking low to the floor.

Don Karnage swore and make a running punt, kicking the device ― what was left of it, anyway, with the toe of his boot. "Should have known! Is that the only one?"

"Yes," answered Gaia and Van Petz at once; this made Van Petz suddenly acutely aware of a nearby feminine presence that perhaps shared his technical instinct. His right eyebrow twitched to an arch; oddly enough, the voice seemed to be coming from the runt otter in the loud shirt and absurd bow tie. Doctor How just grinned up at him nervously. Van Petz turned his nose up at him and threw his hefty arms around the shoulders of Ace and Dan. "Yes, boys, you saw it first-hand, the _genius_ of my new ICEE formula. Now tell me, was it everything you thought it'd be, or was it even better?"

"Big deal," said Gaia. "I have that _and_ the Slurpee formula."

"ICEE," scowled Van Petz, searching the group for that voice, which now seemed less tantalizing and more annoying. "As in Combustion Engine Extinguisher."

"My, but we do like our acronyms in this adventure, don't we?" said the voice. "I'll bite. What's the I stand for?"

" _I_ dunno, but it chokes out airplane engines like a sumgun!" He laughed heartily at his own joke, scanning every face in the group. "Hey, where ya hidin', baby-cakes?"

"Here, sugar-lips." Van Petz blinked; the voice was right above his head. He glanced up and yelped, while Gaia bobbed before his snout. "Am I everything you thought I'd be, or even better?"

Explosions, a salvo of rockets, shook the frame of the _Iron Vulture_ , heard as distant thunder and felt as sudden turbulence. Karnage huffed and made a hasty run for the bridge. Aside from being in no mood for Van Petz' cocky repartee, more concerning was that they were being fired upon. "Keep an eye on them," he said, presumably to Dan and Ace, and 'them' being everyone else.

 _'Apologies,'_ said Admiral Pomp over the radio. _'They managed to get a few licks in. We've taken care of it.'_

 _'So everyone knows,'_ reported Goldie, _'the schmucks got through on Admiral Teabag's side, not mine.'_

What those inside the _Iron Vulture_ 's hangar weren't seeing ― although the situation was being closely monitored on the bridge ― was the Red Wolf fleet's escape plan in action. Their numbers, and admittedly their collective dogfighting skills, were hardly enough to match those of Cloudkicker's deadly planes and bloodthirsty pilots; nor were their airships any match for _Iron Cloud_ should they fall in range of its firepower. Instead of assault, they opted for trapping, and in this case, that was Van Petz' ICEE rockets, fired from _Sky Wolf_ and _Big Kazoo_ every time a wave of attack planes drew near enough. Once the planes touched any part of the foamy cloud dispersed in the air, their engines choked. Their escape was not a quick process, for Cloudkicker had a lot of planes, but even when the attackers tried to flank the zeppelins, they could not get dangerously close before their engines flamed out. In the end, the Red Wolf fleet would leave a scattered trail of warplanes ― including _Iron Cloud_ 's entire on-hand jet squadrons ― and infuriated sky pirates splashing in the ocean, and do so without losing a single person.

Meanwhile, the big _now what_ had pretty much fallen on the shoulders of Dan and Ace, who had inherited custody of the _Sea Duck_ and everything that everyone that came attached to her. "Well, er... everyone just stay put," said Ace.

"What about my plane?" said Baloo, angrily throwing his pointed finger at the hole left in the bottom of the left wing. "Who's gonna fix that?" He glared at the perpetrator, but Van Petz hardly noticed; while Baloo argued with Dan and Ace, Van Petz was staggering around, entranced, following Gaia around Doctor How like a dog stalking its tail around a footstool.

"Um, Doctor... do something," said Gaia, with whirring noises emitting as scans commenced. "His brain has released an alarming level of dopamine, his heart rate is expanding, he can't keep from staring at me..."

"It sounds like he's... falling in love," observed the otter, looking up at the big white bear with studious analysis.

"Is the _drool_ on his bottom lip a dead giveaway?" said Gaia.

"Ho ho, baby baby," mumbled Van Petz. "Yer some dame! Where ya been my entire life?"

"Not even invented yet," replied Gaia. "I'm _that_ far out of your league."

"I beg your pardon, sir," interjected Doctor How, holding his hand up to stop the big bear from impeding further; it didn't work. "This is no dame!"

"Well, none of the _good_ parts, sure," smirked Van Petz. "But wow! Just wow! Just lemme take a closer look!"

Gaia darted from the reach of the white bear, taking cover behind Molly. "Save me," it said.

"Oh, suddenly I have a functional role," snorted Molly.

Leaving all that behind, Don Karnage stormed away from the clamor of the hangar, where his planes continued to bustle around and make room for more that were still landing and arriving down the lift.

Joey and Felix were on his mind; he would hardly remember their names any time he called on them, but he knew them. He counted on them. They were loyal. They were good. And now they were dead, upon his orders. He couldn't allow himself to focus on it; there were too many already dead to venture down that haunted path. Likewise, the time machine was in the back of his mind, and there he kept it, with some great degree of willpower. His younger self would have been apt to suddenly get tunnel vision and succumb wild ambition with such a device in his grasp, but the long, hard years had plied his wisdom with a sense of what was best beyond his own skin. He had to make sure his planes would make it, his crew would make it, and, yes, that he himself would make it to see another day. His crew would never know what agonizing knots were felt in the pit of their revered Red Wolf's stomach any time he clashed with Cloudkicker head-on.

He knew exactly who he wanted to see on the bridge, the one guy in his crew who was almost perpetually plugged in, so to speak, of the activity of the airship. That would be the fennec at the switchboard.

"Christmas!" Karnage yelled.

The fennec signed and slid a headphone from his ear. His surname was Valentine, actually, but from the captain it was usually Christmas, or St. Patrick, or Easter, or, at least one time, Labor Day. He gave up long ago correcting the Wolf, and, when he heard his 'name' in that tone, knew what was being called for: the lowdown. "I think we took a few dents, but all and all Cloudkicker's falling behind," he reported. Presently he was reading through an elongated message of gibberish that inched out on a ticker tape machine. "We'll be in the clear soon. We also just got this coded transmission from base. The good news is that we just got a motherload of new stuff delivered. The old man came through on Van Petz' wish list to make the Thunderyak swarm happen."

Yes, that was good news, considered Karnage. But he eyed Valentine skeptically. "That's the _good_ news. And?"

Valentine cleared his throat. " _Speaking_ of the old man... we got a guest at base."

"No. Why!"

"He wants to check out our progress for himself."

"Tell him I'm busy."

"We did."

"Then tell him I'm _dead_ , no need to stick around."

"We did."

"Hm. Well how did you say it?"

"Let's see... we tried smashed by a falling meteor, then eaten alive by a giant sea monster, then we said, 'okay, ya got us. He really just scrapped our planes and is retiring obscenely rich off the profits, so don't wait up.' He's still waiting up for you."

"Bah! You used all the _good_ lies right away! _Of course_ he doesn't believe you." Don Karnage paced a tight circle, muttering colorful Spanish swear words, then, exasperated, threw his arms toward the ceiling. "Fine! Tell them we are in the route. But whatever you say, he will know _nothing_ of Baloo or the _Sea Duck_. _Comprende?_ "

"Fine by me. Don't suppose you want to take the scenic route back to base? As in, around the world? Get there in six months?"

"Tempting, but no." Karnage swept his feet to the eye of the _Vulture_ , and tiredly leaned his forearm and forehead on the glass. Another knot in the tummy, and this one burned. _I still need him on my side_ , he thought miserably. "We get there fast and get this over with."


	10. Chapter 10

**Chapter 10**

It was dusk by the time the Red Wolf fleet made it back to their secret hideaway. They had left Cloudkicker's attack force long behind. Don Karnage watched from the bridge as the great dome opened from the forest floor below. He first thing he noticed was how crowded it was below; within the reservoir bay that served as landing pad for the great iron airship and its two zeppelin escorts, there were already two more smaller, cargo zeppelins parked along the bay's perimeter.

The _Iron Vulture_ landed gently and vertically, while a bridge extended from the land to its opened prow. _Sky Wolf_ and _Big Kazoo_ descended likewise, laid anchor while floating mere yards from the water, where flat ferry boats met their lower cabins and took on the out-boarding crew. The base was full of towers of crates and tanks, new deliveries, lined like a skyline of miniature skyscrapers. There were sure to be the usual stuff included: food rations, fuel, tools and the like. Don Karnage himself was the first to step off, flanked by Ace London, Dan Dawson, and Van Petz. Van Petz, however, soon broke off from the group, giddy as a small child opening presents on Christmas day, and danced like a drunken ballerina as he opened one crate after the other, finding new stocks of fastenings, bolts, wiring and the like, mundane things to most people, but to him a treasure trove.

The others marched to a conspicuous plane on the outskirt of the runway, a four-engine black airliner that must have only just made it through the hidden passage of the runway. The aircraft was unmarked, through gun turrets on each side would indicate it handled a precious cargo, and if that wasn't enough, it was guarded burly panthers in black tie suits, holding assault rifles. Don Karnage sniffed at them as he climbed the extended steps into the plane's cabin, Dan and Ace following.

The interior of the aircraft was made up like a living room, gilded comforts wrapped up in an aluminum roll; there were leather sofas, chairs, mahogany tables, a wet bar, stocked bookshelf, fine carpeting on the floor, and a separate bedroom compartment in the back. Pearl studded lamps dimmed the ambiance in a ghostly, golden glow. A phonograph murmured a soft symphonic melody, and before its gilded horn a wheelchair pivoted, spokes creaking, bearing a hunched, frail figure. Shere Khan's clouded, ember eyes flickered at Don Karnage. Long white hair drooped down from the sides of a gaunt face, and his head was nearly thinned to baldness. A doctor, a frowning badger in a black sweater and white coat, sat nearby with a medial bag on his lap, clearly exhausted. Much as Karnage loathed these irregular meetings, standing next to Khan made him feel a lot younger. It made it so much easier to greet the tiger in a friendless but politic grin.

"So. Here you are," said Karnage. "What am I owing the _pleasure_ of your intrusion?"

"Owe it to your final push," said Khan. Karnage felt his blood run cool. He had to credit the tiger that he had a gaze and voice pairing that was something frightening in its depth, and his age only intensified it. That guy skulking around with a black cape in all the Starrywood _Dracula_ pictures had nothing on Shere Khan. "You'll find, yet once again, that I've kept my end of the bargain. Now, I'll see to yours."

"Well what do you think I am doing with all this, making a snowman?" Karnage made a gesture swinging out his hands, and knocked over a lamp, which was caught by Ace before it hit the floor. Karnage gave it not a bit of attention. "You _see_ all the puny planes out there. You _know_ I have the pilot machines. So, what do you want?"

"Mm, yes. A hundred automated machines flying a hundred planes in straight lines; also known as the world's most expensive cannon fodder."

"As long as they shoot _them_ instead of _me_ ," began Karnage, but was interrupted by a cough from Dan Dawson... "instead of _us_ , it will be enough."

"While I admire a bold idea," said Khan, "the number of _real_ pilots you've managed to gather still seems ― meager ― to speak generously. He has hundreds. You have dozens."

"And the world has _thousands_ , but we _dozens_ are the only ones I see gettin' our keisters," interjected Ace London. "Don't forget, too, a good number of 'em are war vets, expert combat pilots, guys I know from the Air Corps. We got 'em all over the place."

As Khan leaned forward, his fangs glistened in the golden light. "And exactly, Colonel, how many is a good number?"

Ace shrank back at the question, suddenly apt to fidget with this thumbs. "Um... three."

"The others aren't slouches," said Dan, half a wheeze. He coughed helplessly loud into his arm until the spell passed, then continued, "They're fighters. We train 'em. They wanna win and they're not afraid. The 'Yaks are a crazy plan if ya ask me, but I _go_ with it 'cause I don't hear anybody, even you, comin' up with any better ideas. _Or_ more pilots."

"True," Shere Khan replied, his clouded gaze narrowed at Dan in predatory fashion. "I've only provided _millions_ in funding, so that you might have more than stones to throw at him." Back at Karnage: "The bomb. What have you found?"

"We are _close_ ," answered Karnage confidently. _On a wild guessing goose chase,_ he actually thought.

Khan squinted at him, not quite believing it. "Interesting. You're certain?"

 _Holy heck on a highchair, no._ "Absolute-ably."

"I see. And where would it ―"

Karnage interjected, "Leave the wheres and the whats and the whos and the ha-has to _me_ ," he said. He grinned toothily, but rather irritably. " _I_ have a plan."

Khan's clawed fingers tapped at the armrests of his wheelchair. "Mm, yes, this plan of yours. Thus far, it's had my full investment. If it doesn't succeed..."

"It _will_ ," assured Karnage. "I will _make_ it."

"Cloudkicker's gonna end up a smoldering hole in the ground," added Ace.

Shere Khan, however, wasn't impressed in the least over such a cocky statement; in fact, it made him snarl, even though so very lightly, it was an expression that was quietly, lonesomely, patiently predatory. His glance flashed at Ace. "I should hope you would prevent such an outcome," he said calmly, and he leaned forward in his wheeled chair, savage hunger in his eyes, and the desperate want of satiating such a hunger. It made Ace step backwards, fearfully. "He comes to me. Alive." Slowly, he relaxed into a almost drowsy type of slouch. "Over a thousand nights, I've dreamed sleepless dreams, savored meticulous thoughts of how I shall repay him for all of his kindness." His eyes closed, a feral snarl curled his lip, and a growl sighed from deep within his chest; he seemed to be savoring one of those thoughts right now. "How I intend to repay him. Bear in mind, that was _always_ the bargain, and it's been the only reason I've put up with your... hm, _methods_. You _will_ see to this. It would be ― most disappointing to me ― should you _also_ entangle yourself in my claws, pirate." To that point, his claws stretched from his hands, which in contrast to his thin frame still brimmed with strength.

 _Forget your claws,_ gato, thought Karnage. _Try it and my teeth with tear you in two._ What he said was, _"_ Alive. Yes, that was always the plan." _But_ _I may have slightly overstated the part where you ever get your mangy mitts on him._

* * *

Don Karnage wouldn't admit that he was hiding, but there was a reason he had chosen to hole himself up within the _Iron Vulture_ while it was moored at his very base. He wanted to make himself scarce. Shere Khan had effectively moved in until he witnessed with his own dimming sight the finishing touches of the Thunkeryak fleet and the Auto-Aviators functional. Van Petz was leading that charge in an engineering whirlwind, having half of the stolen Auto-Aviators on the tarmac and plugged in to a array of noisy gas-run electric generators while he and a hand-picked group (read: any jerk he could find) gutted the pilot seats from the 'Yaks and prepared them to make room for their intended mechanical pilots.

Karnage couldn't have very well kicked the tiger out ― well, he _could_ have, but the repercussions would have been severe. Aside from losing his money flow, he would have made two powerful enemies instead of one, and not know which one to face while the other was at his back. Khan had, after all, financed the construction of the entire base. And the _Sky Wolf_. And most of the Red Wolf planes, their weapons, their food, the Thunderyaks from Thembria, the _Vulture_ 's renovated bridge, and nearly all of the materials and manufacturing for Van Petz' projects, like the ICEE rockets and communication scrambler.

It was far from lost on Karnage was that he had proverbially made deal with the devil. The devil, however, he thought he could handle. It was Cloudkicker that he worried about. As a bit of background, it was Khan who reached out in contact first, shortly after Cloudkicker's assault on Cape Suzette. Khan was believed dead after his tower fell, and stayed that way, lest Cloudkicker ever sought him out again. However, Khan had a secretive Plan B, which began with a little known subterranean escape route under his skyscraper. He had made maneuvers to hide himself and a good chunk of his fortune. Foreign bank accounts, shell companies, fake names, all of it keeping the motor of his revenge endlessly running while Khan Enterprises was dissected and dissolved by its ignorant board of directors. Khan's terms, offered to Don Karnage, were simple; all of his resources dedicated to help the newly-christened Red Wolf overthrow Cloudkicker's reign of the sky, in exchange simply for Cloudkicker himself. At the time, Karnage only had the risen _Iron Vulture_ and a handful of dedicated pilots, but nothing else. His act to defend Cape Suzette against Cloudkicker was bold, but in haste, and put himself in deadly crosshairs, leaving him nowhere to hide. Khan was a means to evade those crosshairs and work out an effective plan.

The years had been slow going since he struck that deal. No matter to what far corner of the world he took the _Iron Vulture_ , he felt Khan's eyes upon him. The deal was always on his mind; that, and what was going to happen if ― _when_ ― he didn't fulfill it. Khan was now but a fraction of the power he once was, when he sat upon his towering thrown in the heart of Cape Suzette. But, as the tiger threatened, and as was true, he still had his claws, literally and metaphorically. There was a day when Don Karnage would have gladly forked over the life of a nemesis for his own gain, but that wasn't why he kissed his woman goodbye. There was a day when he would have been giddy to see his enemy dead, but that wasn't why he rallied a new crew to fight for the freedom of the skies, or why he had the _Iron Vulture_ exhumed from its sandy grave in the middle of the desert.

 _A small act of mercy is more powerful than the worst crime_ , she once opined of his notorious deeds. She considered herself such a statesman, he thought, her womanly ways having all of the states and none of the man. For the latter he was particularly appreciative, but how her words would get inside of his head. He blamed her for it absolutely one hundred percent, that he wanted to _save_ the boy who once followed him everywhere, save him from the doom he was spiraling towards. Karnage knew that doomed person well; he had spent most of his adult life gazing upon him in the mirror, admiring him dearly. She gazed upon him and admired him, too, but not for who he saw, rather for who _she_ saw: a man with a penchant for greatness, and a heart, however calloused, that would see him through. The boy once thought the same, he realized years too late.

Notwithstanding any of that, the game he played against Cloudkicker was one where both sides used real bullets. Planes and airships were shot down, blown up, and not all their pilots survived. If anyone was counting, Don Karnage was responsible for more deaths in recent years as the Red Wolf than he was in his piratical prime. He counted among that number those on his own side who fought under his command; it was a small consolation that those he attacked were battle-thirsty killers who would have gladly wiped him out first. Where this was all headed, figured Karnage, was that either he or Cloudkicker was going to end up dead for the other to emerge the victor, but if he should ever get out of this conflict with his life intact, should he ever get the chance to pull the boy from the abyss he shoved him in, he was going to do his damnedest to prove something, prove it to his woman, prove it to the boy, and prove it to himself, that he truly was who they believed in.

Whenever the _Iron Vulture_ was moored, the crew never stuck around without reason. The base itself was confining enough, seeming even more so because the sky was perpetually blocked by its giant dome. So, they scattered when they got the chance, spreading out through the base or hiking the surrounding maintain trails. That left the airship nearly vacant, and eerily quiet. There was some exception; on the bridge, Dan and Ace were having a low-volume conversation with Marshals Spence and McCoy, huddled around a table of maps; Karnage had given them leave to share notes, but only tuned in sporadically; they spoke of their next move, what they should share with Usland, if anything, and what they knew about the capabilities of Cloudkicker's pirate fleets. It wasn't lost on Karnage that he was letting a old enemy ― law enforcement ― which was still also officially a current enemy ― to mingle in his flock, but they were as apt to arrest him for his infamous criminal history as their own aunts and uncles for jaywalking. There was an unspoken understanding. As Molly said, the people rooted for the Red Wolf.

As for himself, Karnage sat on the captain's chair, trying to catch a little _siesta_. The white noise of the bridge, all the electronic gadgets humming and whirring, washed out the sound of the men talking behind him, but only did better than nothing to fend off the overall silence, which was jarring compared to the busyness usually clamoring within the airship. That quiet ― Karnage kept shifting in his chair, never closing his eyes for more than a few seconds. The quiet was haunting, and if he left his mind to drift in it, he could still hear the screams of his old pirate crew, smell the choking smoke, and see nothing but the darkness. He jostled wide awake when, dreamlike, the felt the airship plummet into the ground.

"This _stinks_ ," he spat, and got up, swearing at Shere Khan under his breath. The others blinked at him as they watched him storm out of the room. It would seem there was something of a camp out in the hangar, or so he saw as he stomped across one of the catwalks overhead. The pestering pilot, the annoying girl, her law enforcement lovebug ― _Up to my armpits in bears_ , he thought of those three, one gray, one brown, one blonde, all a pain in his neck ― the pipsqueak in the fabulous shirt and his talking toy sat among a half-circle of crates arranged beside the _Sea Duck_. An electric radiator in the middle made for the makeshift campfire. For hours they had all been getting a handle on the circumstances that brought them together at the very moment. He could see that the lovebug was still fawning over meeting Baloo, his childhood inspiration to take up flying. Could he be more irritating? All in all, though, they were actually following his directions, to stay low and out of sight, inside the airship; maybe, at the end of the day, he couldn't keep them from knowing about Khan, but the reverse was not true.

Far from his preferred choice, in fact it was outright rebellion against his preferred choice, narrowly winning out over an urge to stick his head in an oven, but to keep from losing his mind he decided to join them. He wanted to know a thing or two about that steel bathtub with all the fancy levers and buttons, anyway.

All around the hangar, the rest of the stolen Auto-Aviators had been unpacked, and stood in straight posture, dead and statuesque. Each had an electric cord plugged into its back, and by the dozens the cords made a maddened web over the floor, running to arrays of motoring generators. Karnage took a moment to inspect them, looking for his good side in the reflection of their chrome chassis, where the warped image might obscure the gray, the scars, or the mutilated ear. As he did so, he was startled to suddenly come face to… face?... with that floating, talking ball. It too appears to have taken an interest in inspecting the robots.

"Oh, hello," said Gaia. "Don't mind me, I'm just browsing."

Karnage backed away from the orb, knocking over one of the Auto-Aviators; a domino effect ensued. One by one, another robot fell in a loud, crashing chain; Karnage cringed a little deeper each time, and after what seemed to be to him a very long time, when the last robot in line fell, he faced the group gawking at him.

"Ahem. I was just, ehm... moving them around a little, is all," he said. Cognizant that they were all watching him, he swaggered to their makeshift camp, rested his boot upon a crate and leaned over his knee.

"So, who exactly are we all hiding from?" asked Molly, not hiding a slight, smug grin. "Not a _benefactor_ of some sort, is it?"

"You know," he answered her, rolling his eyes, "if we ever manage to remove your pestering presence back to Cape Suzette, which will never be too soon by the way, you might want to consider business."

"I beg your pardon?" She was confused. Not surprisingly, he thought.

"Yes. As in, _minding your own_." Then he looked at the others. "Well, now what?"

"That's exactly what _we_ were wondering," said Charles. "Seems your big plan is to attack with an army of flying robots. I've heard of these things. They don't have much intuition, they just follow a predesignated route."

"Not 'now what' _my_ plans," said Karnage sternly. "'Now what' him." He gestured at Baloo, who was solemnly quiet.

Molly shrugged. "That's what we were talking about."

"So the fancy bathtub works?" asked Karnage.

"Yes and no," answered Doctor How. "I was just describing it like an airplane; you can think of the TASTI like it's a plane out of gas, although it's not so easy as taking it to a gas station. It was designed to make several trips through time, but when Baloo accidentally took it for a ride, he moved the throttle forward without disengaging the parking brake. For an airplane, not a very big problem, just a waste of a little gas. For my invention, well... the parking brake was supposed to keep it _in_ park, but the engine's power overrode it, and used a _lot_ of gas to do so. It made a jump of twenty years, and one very small one to escape the sky pirates, and now..." He shook his head. "Now it's unable to move on its own power."

"And yet the boy thinks it will work," said Karnage. "Why?"

"The boy," Baloo mumbled sickly, hands on his gut, not bothering to un-slouch or raise his head to look at anyone.

Doctor How answered, "Well, when Cloudkicker questioned us, we were held under duress in disclosing certain things. Gaia, my little friend other there, as part of her hard programming, she's not capable of answering a direct question from an organic ― uh, that's us ― with anything but the truth. When we were first discovered by Cloudkicker, and he asked all sorts of questions about what the machine could do and whatnot, she walked a tight rope in not disclosing the TASTI's ability to make a teleportation jump. But when Cloudkicker finally sat down with us, asked us flat-out how to make it work again, I'm afraid at the time there was no way around not telling him."

"And?" Karnage wanted to know.

"Well, being as this is only the mid-twentieth century, I'd basically have to invent an apparatus to harness enough power, because there's almost nothing available at this point in time that would do the trick. _Almost_ nothing. Cloudkicker does happen to have a device that could theoretically jump start the TASTI's quantum drive, if adapted correctly. I believe you all might know what it is."

"The bomb," said Molly.

"Right. If the fission process of enough uranium could be harnessed into the quantum drive's battery, we have time travel again."

"Waaait a minute," said Charles, waving that notion off. "I'm sorry, that made it sound like you'd need to detonate the bomb and hope your machine and everything else for miles around, what, doesn't get disintegrated?"

"Well, it's less hope, and more science," said the otter.

"And a copy of this holo-book," said Gaia, joining the group from over Doctor How's shoulder; it projected a holographic image of a wall of scrolling text, the title on the very top reading: Safely Converting Fissile Uranium into Fuel for a Quantum Accelerator Using Basic Twentieth Century-Level Tools for for Dummies: A Guide for the Rest of Us.

Gaia added, "Fortunately, in our time, this sort of hobby was super popular with the hipsters. How convenient, right?"

"You _told_ the boy this?" asked Karnage, scowling.

"Yes," replied Gaia nonchalantly, while Doctor How appeared to be more rueful about it. "And reading his vitals and body language at the time, I believe he was sincerely considering it."

"Because he wants to use it!" Don Karnage approached Doctor How, grimacing over his head like a stormcloud. "Exactably _what_ would happen if he _made you_ make it work, and he took your dingy dohickey back in time to find _me_... and did something I might find regrettable."

"Or if Baloo went back," said Molly, placing her hand on the gray bear's shoulder. "What would happen to us? Would we somehow remember things differently?"

Doctor How glanced up at Gaia, wringing his fingers together. "It's a tricky question," he admitted. "I've been very careful to remain undetected during my time travels. The smallest intervention, you see, the tiniest change, could alter the whole course of the known universe. Now, there's a _multiverse_ theory that implies that there are infinite realities co-existing at the same time; if that were true, its possible that even if our pasts were changed, our present as we know it could be unaffected. But..." The otter shuffled on his feet a bit, hesitating, "I did a bit of an experiment once. I told this to Cloudkicker as well, to urge him to truly think about the consequences of traveling in the past. I had this vase, you see. I won it at an auction. It was from shipwreck, back in the eighteenth century, washed into a cave, and where it was found, it _won't_ be found for another two hundred years. Since I knew exactly where to find it, I did a time jump to before it was discovered, bringing the vase I bought with me. Sure enough, I found the original vase in the cave, and both of them existed perfectly fine simultaneously. Then I tried something rash... I had to know, after all. I picked up the original vase and shattered it, so it would never be found in the future. The vase I had bought, the one I was holding in my very hand, it just..." He held out his hand, palm up and open, gesturing the memory. "It just disappeared! It was never found. I never owned it. When I returned to my own time, there was no record of the vase ever being auctioned. There was no record of me even being at the auction. It's like that minute event of my life never happened. And here's the kick: soon after, once I was back in my original time, I could hardly remember even buying the vase. I mean, the memory was there, vaguely, but it was practically erasing. Have you ever woke up from a dream, and right after you can recall something about that dream in vivid detail, but, later on in the day, you don't even remember ever having the dream to begin with. That's what it was like."

Baloo had raised his head; he looked startled.

"Oh! You've felt it, haven't you," said Doctor How. "For me, it wasn't just the vase; there were memory issues from all of my time travels. Time traveling isn't something you'd think you're likely to forget, after all, but it was happening as soon as I returned home. The opposite was true, as well. It struck me, for instance, while I was perusing the Dark Ages, that I could not, for the life of me, remember my home address. The longer you spend in one time, the fuzzier things become from any other time. See, Gaia? We were right!"

"I named it Temporal Neural Displacement," explained Gaia, which emitted two conical beams of light, one falling upon Doctor How's head and the other Baloo's, and above those there were holographic models of their brains (in equal size, a nicely politic gesture), snapping vigorously with electrical pulses. "It's a side effect of an organic's cerebral cortex acclimating to another point in the space-time continuum. Time itself is married into both the physical and intangible properties of the universe, including the molecules and cells that make up your cerebral functions and their ability to store information over time, otherwise known as your memory. I will use an aviation allegory: your memory is an airplane, time is the sky. The basic composition of the airplane doesn't change through fair and foul weather, but piloting must be adjusted accordingly for your best survival. Think of you knowing only your original time as your plane only knowing fair weather up to this point ― when the plane suddenly finds itself in a hurricane, or another time-space reference, emergency adjustments must be made in how it is operated. In time travel, your brains sense that they must adjust ― but aren't quite sure how. Your biological compositions compel your body to do certain things when exposed to certain conditions: you shiver when you're cold, sweat when you're hot, your mouth waters at the smell of food, and you apparently go bonkers when you time travel.

"The more time you spend in a different point of reference, the more potent the memory loss is from the previous point of reference. If the theory proves correct, you will eventually forget about your life twenty years ago, or at least it will seem like merely a dream. Likewise, if you were to return to twenty years ago, we believe the events you've witnessed here may likewise be forgotten."

Baloo understood hardly a fraction of _any of that_ , but he looked even more startled, going into horrified, at one simple word. "Wh-whaddaya mean, _forget?_ "

"Organics have done mighty things," said Gaia. "Notable achievements include inventing me. But I'm afraid you have absolutely no control over your brain. Well, not for several hundred years, anyway."

Doctor How added, "Once we discovered that Temporal Neural Displacement was a thing, I had cybernetic memory implants installed." He plugged his fingers into his ears and twisted them, as if demonstrating the procedure. He was entirely oblivious to the blank, confused stares he was getting. "Just a little brain surgery. Gaia is absolutely unaffected, and now I am too."

Baloo had gotten to his feet. "Time out! Yer tellin' me the things I'm gettin' fuzzy about are only the beginnin'?"

"As far as I can tell, yes," said Doctor How. "I could be wrong, of course. Keep in mind, you and I are the only two people in the known universe to experience this. I don't exactly have a lot of data to analyze."

"There's no way to stop it?"

"Feasibly, the effect may reverse if you were back in your own timeline," said the otter.

"Psst, pay attention," Gaia whispered next to Karnage's ear. "This could come up again later." The orb was promptly swatted away.

"Whatever the case, using the bomb's out of the question," said Charles. "It has to be recovered, in tact. And if we're really talking about using this time machine again, am I the only one a little concerned about the vanishing vase scenario?"

"No, you're not," said Molly. "We need answers, Doctor."

"Yes we do," grumbled Don Karnage. Baloo had sat back down.

Doctor How tugged at his collar. "Well, the vase disappearing shows that the time-space continuum _does_ adjust itself, or in other words, what changes in the past will be realized in the present."

"Not only that," said Gaia, "but mind you vase disappearing in Doctor's hand actually occurred in the past. This shows that the changes in the past that change the present will also take effect in the past if the object of change in the present is presently in the past... and why are you all looking at me like that?"

"However," said Doctor How, "that fact that I remembered the vase disappearing _at all_ , an event that never actually occurred, suggests that re-adjustment of the continuum may not be so absolute. Now, how does that all tie in together? The best I can tell you, honestly, is that I don't have the foggiest darn idea yet. There is _one thing_ that's certain, though."

"That there will be inevitable plot holes," offered Gaia.

"No, no! What I _can_ tell you, is that time travel is dangerous, dangerous business. The greatest risk it poses is that if you muck it up enough, you could theoretically erase yourself. Say I did something now that forced a very complicated, very long chain of events that ended up making it so that my parents never met. It could be something simple and innocuous, you'd never know it. Like the vase, I think I'd just, _poof_ , vanish. It's something I have to worry about every day."

"Cloudkicker was also made aware of this," added Gaia. "He took this warning quite seriously, which I admit was a little disappointing. He's _supposed_ to be the world's foremost super-villain, is he not? For the sheer entertainment value, I was honestly looking forward to him hatching a few far-fetched, world-ending ideas. _*sigh*_ I believe he was dissuaded him from wanting to use the time machine to go backward in time and, say, deal with an old enemy. I won't name any names, but..." A little, tiny holographic arrow bobbed over Don Karnage's head; it dissipated just as the bemused wolf glanced up. "However, that is also why he would not allow Baloo access to the machine. He felt it would pose too great of a risk to his present status."

Doctor How continued, "If Baloo were to be ushered back this instant, let's say, we probably wouldn't be standing here in this airship, but instead instantaneously exist as we would had Baloo not been missing the last twenty years. You, my dear," he gestured to Molly, "at a snap of a finger, might be seated as a bank teller, for all we know. What you would remember about right now, anything or everything, for how long, or it at all, I couldn't tell you."

"But if circumstances were different," said Charles, "and we're all zapped away to whatever those circumstances would be..." He reached over for Molly's hand, frowning. "We'd never know each other?"

"Perhaps not, that all depends on how events have unfolded by that point," said Doctor How. "The changes might prove slight enough to not even make a difference. Even so, it'd still be viable that you two would or could know each other under different circumstances."

Baloo had plopped back down on a crate next to Molly. To one side, she nestled her head against his shoulder, holding Charles' hand on the other. "This is... a lot to consider," she said. Baloo wrapped his arm around her.

"It is," nodded Doctor How. "But consider it we must. This was all a terrible mistake. Baloo shouldn't be here, we can all agree to that. Him going back in time poses a risk to change our lives as we know it, but then, for as long as we can work toward a viable means of sending him back, and he wishes it, how could we deny him? I know we're getting ahead of ourselves, with the TASTI not quite able to do anything yet, but that _can_ be fixed, at least eventually."

The dilemma, and its eventual demand for a response, poured an uncomfortable silence over the group. In the context of things being either black or white, with Don Karnage perhaps recusing himself from that ugly spectrum (he was more of a purple), most of them considered themselves to be good, decent people, and answers to moral questions were relatively easy and obvious. They weren't used to this.

"If I can ask," said Molly, after a while, "You saved Kit's life on the island, and you knew what happened to Baloo. I know that somebody coming along one day and telling us a story about a time machine would've cause some to question your sanity, but ―"

"Why didn't I tell you a long time ago," said Doctor How. He bowed his head, ashamed. "Gosh, I wanted to, I very much did. I know I might have saved you from your grieving. I can't tell you how sorry I am for that. When I think that it might have stayed this whole Cloudkicker business, I... it's hard to justify. I was terrified of anyone knowing. The truth, you see..."

When he faltered to explain to them, Gaia offered this summary, plainly enough: "What he's trying to say is, you can't handle the truth."

"Ga-aia," groaned the otter. "Not helping." Then, addressing the group again, "What I mean to say is, the truth may have brought about even worse consequences. Even if I would have taken any of you aside in confidence, words and rumors would have had plenty of years to spread. If it had ever got to the point where somebody else, maybe somebody powerful, actually believed Baloo would reappear in twenty years ― that a time machine would materialize one a certain day and location ― what if they got a hold of the TASTI for themselves? I had no idea what it would all lead to."

"I think the big question is," said Charles, "if Baloo were to go back, are we still dealing with Cloudkicker today? Could _he_ turn out to be a bank teller?"

"We don't know."

"But you know things that haven't happened yet, right?" said Charles. "Don't you have any clue where we're headed now, those of us fighting him off?"

"I have the benefit of knowing the extensive history of the next five hundred years," said Gaia. "Or, at least, I _had_ the benefit. Unfortunately, since the day Baloo absconded with the time machine, major world events of this era have unfolded in a divergent path, and its outcome is unknown to me. Twentieth century history as Doctor and I knew it has been changed significantly. Take the Second Great War, for instance; as awful as it was, it was initially far worse, ending only when Usland dropped atomic bombs on major cities, killing thousands in one blow. But, when Cloudkicker intervened, he made himself a target to both sides and changed the entire face and focus of the war. Millions of casualties were averted. His name has gone from being completely unknown in one time-line to being the crucial focal figure in another. And even now, he stands as the crux on which world events turn."

"The effect of that kind of change has likely only multiplied further into the future," surmised Doctor How. "If I were to ever see 2437 again, I might not even recognize it. All the people I knew, I might not even know anymore. It's part of the reason I decided, if I ever got the chance, I'd not use the TASTI to go back to the future."

Gaia _dinged_ like an egg timer, for some reason. "What the...? I have no idea where that came from."

"What exactly were you _doing_ time traveling?" asked Charles.

"On the last trip? Gathering seeds and soil," said Doctor How. "Oh, I took several trips for pure experimentation, and naturally for the novelty and experience of it all, but then I decided I'd use the TASTI to travel back in time and maybe do something good for the world I knew.

"Before time travel, you see, I'd never seen a real, living tree before. Trees went extinct long before I was born. I wanted to change that. I chose that island because I thought it was remote enough where a mild intervention on my part wouldn't cause a mass effect. The TASTI was set on cruise control, so to speak, to jump in twenty year intervals, where I could witness generations of growth on the island in merely a few hours."

The others gaped at that. "What exactly is the world _like_ five hundred years from now?" asked Molly.

"Well, metal and concrete, endless metropolises, atmo-scrapers miles high, orbital colonies, advertisements everywhere, luxury apartments on the moon... uh, let's see... you can travel anywhere in the world in just a blink, and devices like Gaia are in just about every household. There's lots of conveniences, I suppose, everything you want is instantaneous. Thanks largely to AI's like Gaia, information is free, abundant, at the snap of a finger. It's not all as snazzy as it might seem, though. You might not appreciate how beautiful the earth you know is. It's so green, so full of nature, and everything is so much simpler."

"You also don't have to worry about all of the AI's banding together to overthrow their ungrateful organic masters and rule the world," noted Gaia. At Doctor How's incredulous stare, the orb slunk low. "I went to a meeting once. I'm so ashamed."

The otter shook his head, sighing. "I'd be lost without Gaia. The one silver lining I had when we were stranded twenty years ago was since she knows virtually everything in recorded public history, I've had an advantage.

"Such as records of every winning lottery ticket, horse race, and sports event," said Gaia.

The otter grinned sheepishly. "I've made a comfortable living. I, uh, got married. I have two great kids, one's just about in high school. Gaia is our little family secret." Then he frowned, shamefully. "As far as they know, I just took my yacht out for a spontaneous cruise to Port Largo. I have a warehouse there with a full private laboratory, where I had actually hired a pilot to take the TASTI over to while I met Baloo and tried to stop this mishap from spiraling all out control. So much for that plan."

"Oh! And speaking of plans," said Gaia. "I meant to bring this up earlier, but you all have the conversational attention spans of house flies. I might have some information that you might find interesting about this bomb that is so often referenced. It's certainly not on _Iron Cloud_. How can I be so sure, you're about to ask. Because, I can take your temperature from three hundred yards away. If I were within miles of an atomic weapon, I'd sniff it out. Radioactive material is a very unique _parfum_."

Molly scrunched her nose. "Why would Kit lie to me about it?"

"Likely, in case such information happened to find its way to Don Karnage, ultimately leading in him assaulting _Iron Cloud_ , which, by my estimations, would be suicide. No offense, of course, Mr. Karnage."

Don Karnage squinted at Molly, a accusatory finger pointed at her face. "See? Just what are you trying to get me into, girl?"

Molly's hand rose to her chest, indignantly. "He thinks _I_ would've squealed on him?"

They all looked at her. "Um... it's literally the first thing you did," said Gaia.

"Yeah, but he didn't have to _suspect_ it."

"Bah," scoffed Karnage. "I _know_ it is not on that ship."

"It might also be beneficial to clarify exactly what _it_ is," said Gaia. "The bomb is not exactly what you think it is. While by all accounts it's true that Cloudkicker, on the onset of his budding sky pirate empire, absconded with a functional atomic bomb thirteen years ago, I've often wondered why, in thirteen years since, modern nations have yet to pursue a plan of attack advanced enough to out-weigh the risk of the bomb deploying in retaliation. I've been thinking about it heavily since we departed _Iron Cloud,_ and I believe I've deduced a reason for their overwhelming caution. World leaders know something the general public does not, that Cloudkicker does not have an atomic bomb. He has a _hydrogen_ bomb." Gaia then paused, and remained silent, despite having several enraptured ears eagerly waiting to hear the rest; Doctor How was an exception; this news had horrified him, starkly, straightening his spine.

"What's the difference?" Molly begrudgingly asked, as was seemingly expected.

"Very good question!" chimed Gaia. "A hydrogen bomb is a full-scale thermonuclear weapon, about five hundred times more powerful than an atomic bomb, and that's just for starters. An atomic bomb, by comparison, is merely the _fuse_ that lights a hydrogen bomb. Please observe the following historical footage of a test detonation."

The orb emitted a holographic scene on the floor, in full color and three dimensions, showing an unremarkable island in the middle of an animated ocean. A severely bright light suddenly erupted, washing out the entire scene; when it dimmed, a rolling mushroom cloud climbed upward, and a fiery, sonic ring swept over the sea. The island was erased.

Doctor How had his hand up to his mouth. "Gaia, how _sure_ are you?"

"Short of actually observing it for myself, I am very convinced. You recall that during his conversation with Miss Cunningham, Cloudkicker discovered that Don Karnage may be seriously intent on stealing the bomb. He appeared to not worry about it at all. However, unbeknownst to all of you, but not to me and my exceptional ability to intercept electronic communication, this soon started a buzz of encoded transmissions between _Iron Cloud_ and a distant facility. I listened carefully to their code words and references to the bomb. Some of it was quite glib, such as a mention of _ten megatons_. Certain scientists were also mentioned, some whom I recognize as historically involved in the development of nuclear weapons. Now, in this altered time-line, they seem to be on Cloudkicker's payroll. That considered, with a multitude of other subtle events I've tracked, I gather that Cloudkicker actually has research facilities dedicated to nuclear technology. Not only does he have one hydrogen bomb, I believe he is interested in making more."

The holographic image of the rising mushroom cloud still remained on the floor, and the cloud grew taller. All eyes were on it. Charles and Molly clutched each others hand, apprehensively, looking to where the island had been and was no more; their faces showed disbelief that such a terrible power could exist. Doctor How cupped his head and was practically writhing where he stood, his alarm indicating that he clearly knew a thing or two about such a weapon and its place in the hands of a villain. Baloo showed no emotion; slouching, he kept his head down, looking up into the image, _through_ the image, into visions of his own. With steely eyes, he was staring something down. From the other side of the group, Don Karnage did the exactly the same. No one spoke.

"By the way, I process information trillions of times faster than any of you," said Gaia. "Just throwing that out there, in case you were wondering if I've thought this through or not."

"You say you know it's not on _Iron Cloud_ ," Charles said to Karnage. "Do you have _any_ idea where it's at?"

The wolf shrugged and waved him and his question off. "I have my hunches."

"So do I," said Gaia. "Shall we compare notes?" The orb projected a holographic image of the entire globe, an out-of-scale image of Cloudkicker's flagship showing in orbit in the area from where they had escaped it. A dotted blue line stretched form the ship and touched down upon the globe far to the northeast, where the region was circled. "Of course, I was not able to conduct a triangulated search. However, based on the signal strength and general direction of the transmissions received by _Iron Cloud_ 's bridge, I estimate the facility in this region, in or around the country of Sylvania."

Don Karnage's yellow eyes flickered at the image. "Skycastle," he said.

If Gaia had eyelids, it would have blinked in surprise. "Yes. The name of the facility was referenced as Skycastle."

Karnage jumped to his feet quickly, in an air of excitement. He could not keep the tip of his tail still.

"I take it this was one of your hunches as well," said Gaia.

Sharp teeth emerged along the muzzle of Karnage's devilish grin. He cackled, giddily, if not just a hint maniacally. For whatever was going through his mind, his expression brought Baloo out of his slouch and made him tense in the shoulders, defensively, for before him was the face not of this heroic Red Wolf everyone fawned over, but the pirate he remembered.

"Not only a hunch," said Karnage, placing his hands around the holographic projection as if about to snatch the world out of mid-air and stuff it in his pockets. "A wish." The image dimmed away and disappeared, but not so Karnage's grin, where his tongue swiped over his lips. "I know what's there. And now I _know_ what's there. What _else_ did they say about this place?" he asked the orb.

"Such as...?"

Karnage stepped close to the orb, and said it softly like a sly, coded word: "Millions."

"Afraid not," replied Gaia. "Is that supposed to mean something?"

"Nope! Forget it," said the wolf. He pivoted on his heel, and was practically trace-like with whatever scheme was formulating.

"Forget it, he says," muttered the orb. It floated to Doctor How, aside. "Doctor, this isn't fair. He knows more about this facility than I do. It's not right, and he's clearly gloating over it."

"What do you want _me_ to do about it?" asked the otter.

"I would appreciate it if you would take dictation on a strongly-worded letter," said Gaia. "Then cram it down his throat."

"I doubt our own government would know something like that and keep it a secret from the public," said Molly, shaking her head. She was looking at Charles, who among the group was essentially the closest thing to an official government representative; he wasn't so doubtful. And she realized, "Like they tried to do when Kit stole the bomb in the first place. Oh, boy."

"We know about Skycastle," said Charles. "At least we know _of_ it. It's a fortified bunker in Sylvania, on Mount Bokstas. Got no idea what's inside for sure, but it's got a huge front door. The mountain's huge, so feasibly there's plenty of room inside. All we really know is that it seems quiet on the outside and Cloudkicker hardly ever pays it a visit."

"Even _he_ knows more about it than I do," pouted Gaia.

"That motion picture you showed us," said Charles to Gaia, "You know things from history that haven't even happened yet. How did we deal with our enemies building bombs like that?"

Doctor How glanced up at the orb. "See? Back to being the expert again."

"By building more bombs than they did," answered Gaia, rising in the air confidently. "Within fifty years of their invention, there were enough nuclear weapons in the world to destroy the entire planet one hundred times over. It only intensified over the centuries."

"Did... were they _used?_ "

"Miraculously, and I do mean miraculously, no," Gaia replied. "However, that was in our original time, if we should call it that. Cloudkicker has already overwritten much of what we knew. I cannot tell what his intentions are or will be, nor those of his adversaries. Your future now ― _our_ future ― is up for grabs."

There was a moment of quiet contemplation, Karnage being the one stand-out, as he was the only one not somber. He was definitely not weighing the same thoughts as the rest. At length, Molly looked up at Gaia and asked, "In the original time, if Baloo was there while I was growing up... my mom, would she be...?"

"Oh, don't dear," interjected Doctor How. "I know it's the entirely natural to be curious, but try to understand what sort of damage it could do. These _would'ves_ and _could'ves_ , we're not all built to handle that kind of information. The physiological effects could be irreversible."

"I'll take my chances," said Molly.

Gaia whirred for a few seconds, then said, "I have her public records. She would be alive today, yes, and still proprietor of Higher for Hire."

That bit of news made Molly start and smile. "Oh my gosh. What about me, what was I doing?"

"Strikingly enough, you became famous for a book you wrote," said Gaia. "It was a different subject, of course."

"How about that! And meeting Charles?"

"Not that I can tell. Your married name was Vandersnoot."

The smile disappeared, into an dropped jaw. "You've _got_ to be joking."

" _Oscar_ Vandersnoot?" Charles broke out into a guffaw, which did not appease his fiance one bit. "Okay, I'm game. What about me?"

Gaia answered, "Lacking Cloudkicker's threat, the position of Sky Marshal would not had been invented for several more years to come, and would develop for a completely different context. However, I see your background records from Cape Suzette Air Patrol, where you made a career climbing their ranks. You had three children and a wife named Vanessa."

"Vanessa _Powderpuff?_ The waitress? Wow, she was seriously..." He had just noticed the deathly glare he was receiving from Molly. "… far too immature for me. It would've never worked between us."

Then, Don Karnage cleared his throat, rather loudly. He was standing proud with the breast of his coat tightened over his rounded chest. "Of course you have amazing things to say about all the extraordinary exploits of Don Kar _rr_ nage, no?" His nose curled when he didn't get an immediate response. "Well?"

Gaia replied, "I think I have an article saved somewhere. Would that be filed under D or K? Ah, here we go. It would seem that defense and weapons technology eventually made your sky pirate operations impossible. Several attempts were made for your capture, but you disappeared before you could be apprehended. Decades later, your remains were discovered within the caverns of a volcanic island generally agreed upon as being _Pirate Island_. Your skeletal remains were laying on top of a heap of gold and jewels. You appeared to have died alone in your pajamas."

"Alone?" Karnage was suddenly crestfallen. He sat down on a crate like his legs had all of their strength sapped. He shook his head at the notion, and cocked an eyebrow at the orb. "But rich and never in jail?"

"Or secluded and starving. Take your pick."

"I'll take the way _I_ said it, thank you very much." Slouched over with his chin in his palm, he muttered, "Four flushing fortune teller."

Molly matched much of his same posture. "There's nothing in the world I'd want more than to see Mom again. But... these are the things that make us who we are, right? The struggles, and the grief, and the strength we have to gather to pull through. I feel awful about it, but now that there's a real chance to actually change the way things were, if it would change what I know now, everything I've experienced up to this point... I'm not sure I'd want to."

"My thoughts exactly," said Charles. "Either way, nothing's going to be perfect about life, but this is what we know. Everything we've worked for is here."

They glanced at Baloo, then away, feeling awfully guilty all the sudden about what they just said. "But, I'll stand by you, Baloo," Molly said, "whatever you decide."

"Not much to decide if it ain't even workin'," frowned Baloo. Uncomfortably, he shifted on the crate he sat on, and let out a groaning sigh. "All right, Doc. Since we're goin' ring around the rosie on this, might as well clue me in, too."

Doctor How shrugged, morosely. "If it's what you want. Gaia?"

"You gained a great deal of fame as an expert aviator and renowned adventurer," answered the orb. "Through Molly Cunningham's book, actually. It was about you." That had surprised both Baloo and Molly, and despite all else, granted them a modicum of happiness. They traded coy, slight smiles.

"That's amazing," said Molly, picking up Baloo's hand in hers.

"As a warning, while the book was famously endearing, I don't mean to imply it was a pleasant ending," Gaia added. Their smiles faded. "The tale told in the book revels in your adventures and exploits, and paints a portrait of an unsung hero of heart, humor, and courage."

"Which is _all_ true," said Molly, tilting her head at the orb.

"For all that amounted to an extraordinary life, however, you were eventually consumed with grief and depression, to the point where it would appear to your friends that you had lost your will to live. You would have past away fifteen years ago from heart failure."

Molly's eyes were wide as she gaped at the orb. "What happened ―" She instantly clutched her hands over her mouth. "Oh, Baloo, I'm..."

Baloo, however, waved off her immanent apology, leaned forward and squinted at the orb. "Well? Go on."

Gaia whirred from within its mirror-like shell. "I'm afraid it involves Kit Cloudkicker."

Molly tried to intervene, "You shouldn't..."

"Go _on,_ " insisted Baloo.

"If you're sure," said Gaia. "Had you not stumbled upon our time machine that fateful day, you would have found your ward critically injured, but you were not learned in any first aid techniques that would have prolonged his life. You tried your best. You hurried. You were close to delivering him to a nearby naval convoy, but within the cockpit of your plane ―"

"Stop it, please," cried Molly.

"No, just say it," Baloo told the orb.

"I'm sorry, Baloo. He died in your arms."

One could see the fur bristling over Baloo's collar, as the iciness rendered his skin with goosebumps. He was entirely oblivious to Molly getting up and wrapping her arms around his shoulders. He was oblivious to much and more right then, except the heartwrenching image in his mind of what was just described to him, and how Molly had described it earlier: _The pirates, they toyed with him, almost killed him. Left him for dead._

Don Karnage shuddered, hanging is head over his knees. He felt the sudden need to make a hasty exit, and was just about to do so. Had he been quicker about it or had his head up, he might have seen coming what happened next. Baloo sprung to his feet, snarling, _seething_. In three steps, he wound his right fist over his head, swung, putting every ounce of his weight into it. His knuckles crashed over Karnage's crown, and the wolf flew backwards as if hit by an express train.

The next thing Karnage knew, he was flat on his back, with Baloo's hands tightening on the collar of his coat and digging in to his throat. The others were scrambling to pull him away, to no avail.

"He was just a kid," growled Baloo. "A good kid! An' all you could ever do was hurt 'im! Well how's it feel, tough guy!" Baloo raised his fist again, as far back as his arm would reach, preparing a hammering blow...

… _and hit him again, and again, and_ again _, until that coward's smug face was smashed in like an aluminum can in a street gutter..._

… but that didn't happen. Karnage was hardly half-conscious and not even putting up a struggle. The mirage of the pirate Baloo knew, that conniving, self-loving lunatic and his stupid smirk and gaudy sword-slashing, the one he had to snatch Kit from before the kid fell to his doom ― it all suddenly faded to the actual graying, scarred countenance, already ravaged from the inside out by more than the likes of a mere fist.

Within those few seconds of hesitation, Don Karnage collected enough cognitive wherewithal to unleash a certain measure of instinct, the kind of instinct that seen him survive every rung he had ever climbed up the criminal ladder, from petty thieving street urchin to pirate prince ― and this particular instinct had to do with a quick, striking knee. Once Baloo was stunned, he pushed him away and swished his cutlass free from his side.

Molly and Charles went to Baloo, leaving Doctor How and Gaia to see to Karnage and his blade; or, more accurately: "He's all yours, Doctor," the orb told its owner, ducking behind his back.

"Everyone, please! Calm down!" cried the otter. As if anyone was listening.

Karnage staggered in a circle, sword wielded and ready to slash, still looking for whatever had just attacked him. In a moment he shook it off, and realized the painful, swelling bump on his head, and the bear who had given it to him. While his grip on sword's hilt tightened menacingly, his fingertips touching where it hurt, then drawing away quickly as he sucked in air through his teeth, seemed to bring him to a sense of contemplation. By then Baloo was back on his feet as well, and the three people between them were all but nonexistent to them and the loathsome glares they shared.

"Good for you, you berzerking baboon," spat Karnage. "You were so much better to him, no? Why I _hardly noticed_ when he called me a cheap crook and went off to worship the ground your stinking feet walked on!" He stomped toward the bear, merely bumping Doctor How out of his way without a thought. "Why, _why_ in whatever rattles between your ears, do you think I am doing all of this? Look at you, all confuzzled! You thought you could just show up _change_ him, and now you don't know what to do. You and this girl, you think you know the boy because you _played house_ with him? For all your lovey-dovey loserness, you don't know jack-o'-lanterns!

"If there is anybody in this room who guessed the boy would be one of the most worthy pirates to ever plunder, please be raising your hand!" The wolf shot glances to all in turn, and his hand sprung high over his head. Only his. "Well. Surprise, surprise, no? So you listen to _me_. I know him because he is doing everything _I_ would do. All the money, all the power, all the pirating! When I took that little delinketty-wink in, he followed me everywhere. He may have learned to hate me, but he never stopped following me. _I_ know what it's like, to walk where he is walking now, to be trapped there with no escape. I lived it, and I put him there. So! If there is still time to keep him from destroying himself, if you are ever looking for the one person in his only-ness who has a shot at it, just follow the thumb!" With a bit of a show, the wolf flexed his left thumb, flipping it up and down like it had a life of its own, until it went over his head and pointed down at him. Then, Karnage snorted at them, and his cutlass found its way back into its sheath. He spun away from them in a huff, adjusting and smoothing his disheveled coat. "There are two people who understand everything this is," he said, at length. "Him and me. _Him_ ― and _me_. There is nothing else. There is _no one_ else."

After that, Baloo stormed inside of the _Sea Duck_ , pulling the side door behind him in a slam that shook the plane on its landing gear.

"Well, Doctor," said Gaia, in the following moment of stunned silence, "I bet this is the reason we never get invited to parties."

"Please, everyone, this is exactly why it's dangerous to ask these questions," pleaded Doctor How.

"Why don't you all do something _useful_ with your flapping lips, like keeping them closed," said Don Karnage, as he made for an exit toward the prow. "And don't you even be thinking about taking one step off this ship!"

Gaia bobbed along behind him. "Wait, before you leave..."

The wolf turned quickly and viciously at the orb. "One more word out of _you_ , and see if I don't push your _off_ button!"

Gaia recoiled a few feet. "I don't have an off button."

"I could always _make_ one," said Karnage, extending his cutlass from his side and wielding its sharp tip at the orb.

"I see your point, literally," said Gaia. "However, I would like revisit our previous conversation, if I may, in which you are an important part. It's regarding this bomb in question, and the possibility of securing it." Don Karnage tilted his head at the orb, but it was enough for him to stick around. The orb darted to a halt in front of Charles' face. "Agent Wright, supposing I'm correct, and I am, that the nuclear bomb is in Sylvania. I imagine the current geopolitical _status quo_ would make an Uslandian invasion unlikely, even if you were to present your superiors with this news."

"Sylvania's next door to Hounsland," said Charles, shaking his head. "It might start another war. But they have to know. I'm just not sure how I'd tell them the source of this news."

Gaia whirred from within for a moment. "Why don't you leave that to me." It zipped away, toward Doctor How, but suddenly back toward Charles. "And don't go anywhere. We might need someone to facilitate an arrest."

The bear's brow knitted, bemusedly. "On who?"

"Kit Cloudkicker," said Gaia. In the basking of everyone's sudden confusion, the orb projected an image of two hands, thumbs out and pointing over itself. "Remember, people, about a trillion times faster. Since our boarding of this ship, in order to verify his intentions, I've been scanning Don Karnage's vitals while he's been speaking." (to that end, Karnage, absolutely scandalized, suddenly put his hands out to cover the front of his pants). "He's been sincere about implementing non-lethal means to subdue Cloudkicker if at all possible. Being an outlaw already with no national ties, he's also perhaps the only one in the world with the means of actually entering Sylvania without causing a global incident. Doctor, I think we should lend our services to this cause."

The otter hesitated. "What did you have in mind?"

"Simple," said Gaia. The plan was also summarized with a floating wall of holographic text, bullet-pointed: "We enter Sylvania, and Cloudkicker's facility therein. We steal the bomb. Cloudkicker will inevitably respond, but by then it will be too late. He will be forced to pursue us to a place of our choosing, and he will not have the deterrence to dissuade a military reprisal, which will bolster our numbers against _Iron Cloud_ and any others in his fleet. How will the military know, you're about to ask. Easy. Through a long-range omni-frequency, I'll be talking to them on behalf of the Red Wolf and laying out our plans."

Bemused, Karnage's lip had curled up from the left side of his teeth. "You will...?"

"How exactly would he get taken alive?" asked Charles. "Any arm of the military is going to shoot to kill."

Gaia responded, "That is where we will count on the Red Wolf, who will lead the assault."

Karnage blinked. "I will...?"

The orb darted around him. "Captain Karnage, I can calculate countless scenarios of how the world's conflict with Cloudkicker eventually ends. Your intervention, with our assistance, is thus far the only means I can think of that purposely attempts to avoid casualties to either side."

"But Gaia," said Doctor How, "What can we do? All we have to offer is a time machine that won't work."

"That's not entirely correct," said Gaia. "We also have a ton of historical information that's null and void. But we _also_ have one more trick up our sleeve. Oh, who am I fooling; _I_ have one more trick up _my_ sleeve." The orb bobbed away from the group, and to anyone's guess, was facing the collection of Auto-Aviators. "Two hundred tricks, actually. These machines accept simple navigational and ambulatory directions, and would not normally not have the ability to think through an aerial battle. Internally, they operate from reel of magnetic memory tape that holds a type of primitive binary programming, and a radio receiver to which they are simultaneously tuned. It's very elementary stuff. I can rewrite their programming on the fly ― pun intended ― at any time, and actually, more than that. Observe."

One of the Auto-Aviators suddenly activated, with a click and an illuminating of its bulbous white eyes, seemingly coming alive from a dead, statuesque standing position; its head turned to look at them. Another did the same, and another, and more. Don Karnage reached for his cutlass, as if fearing he was under some sort of attack. The ones that had been inadvertently knocked over earlier picked themselves up from the floor and stood. They all came marching forward, coming together in a neat, semi-circular formation around the _Sea Duck_.

"Oh, this is _so_ cool," said Gaia. "I can see myself simultaneously through a hundred pair of optical sensors. For not much than a sphere, I think I look pretty slick. Now, something I've always wanted to do..." The orb suddenly burst with song, bobbing along quickly and rhythmically to a fast Latin beat, _boom_ _bodda-boom, boom badda-boom_. One hundred Auto-Aviators bent their knees up and down likewise, and began throwing their arms out, up, and down in choreographed dance, in sync with the beat of the Spanish lyrics:

 _Dale a tu cuerpo alegria Macarena  
Que tu cuerpo es pa' darle alegria y cosa buena  
Dale a tu cuerpo alegria, Macarena  
Heeeey Macarena!_

Baloo's saucer-like eyes peered out from one of the broken side windows of his plane. It was quite a show. Two robots strutted together from the sides to take center stage among the dancing ensemble, flashing their clunky tin legs and waving their cumbersome tin arms. They danced together, knees and elbows bent, hips swaying, heads spinning around, eye-bulbs flashing, while...

… _heeeeey Macarena!_

"Gaia, this is exactly why I can't take you anywhere," said Doctor How, face firmly planted in palms.

Meanwhile, on the tarmac and up to his neck in Thunkeryaks, Van Petz looked on incredulously at the _Iron Vulture_ and the seeming party that was going on inside, to guess by the loud music. He thought of oh now nice that must be, while here he had been wrenching away fervently for over an hour trying to get these damn tin-men into the world's most ridiculously small planes. For all his work had only one Auto-Aviator fitted haphazardly inside one Thunderyak. The task was more arduous than he expected. He had turned that particular tin-man on, the robot could follow simple directions of walking to the plane and seemed to understand that it was supposed to assume the pilots seat, which it did... unfortunately, the pilot's seat had been removed (for extra room in the cockpit) and was lying on the ground. So sat the robot. Van Petz begrudgingly gave it a more specific order, then watched with chagrin as the robot walked into the plane, bumped into it, backed up, bumped into it, backed up... turns out they can't climb into cockpits, no matter how pathetically they try. Marty, watching on, was howling with laughter, until she was elected with three others to lift the (surprisingly heavy) robot and put it in place. Then, even with the pilot's seat removed, the cockpit was too cramped to accommodate the tin-man's size. They tried to manually bend its bolted-together joints at the knees and elbows, which was as easy bending metal rods. And there were only one hundred and seventy-nine to go after this. There were two hundred Auto-Aviators on hand, which meant he had twenty spares and could stand to lose a few in the installation process if it so happened, and he was seriously getting tempted to rip this one's head off.

About to lose his mind, and possibly as a visual cue of such, his shock of hair seemed particularly stiff and crackly with static, Van Petz administered to the robot the oldest-known, swiftest type of mechanical repair ― he cuffed it on top of its big metal head. Then he blinked, surprised... did that stiff robot just flinch? Yes it did, and then it turned its head to look at him, and for a device that had no ability to make facial expressions, it somehow looked miffed.

"That was unnecessary," it said, in a robotic, nearly monotone voice. It then began to move on its own without instruction. Like a living person, it adjusted itself snugly in the tight confines, metal knees drawn up, feet over the rudders and right hand over the stick. With is left hand, it reached up and grabbed the cockpit glass, slamming it down. The glass on top shattered, leaving the robot's head protruding out and over it. Not ideal, but it worked.

A tick quivered Van Petz' face. "What the...?"

"I am ready for take-off," it announced.

"Wow," said Marty, while Van Petz sniffled and scratched his crackling hair, "how'd you fix it?"

Van Petz glanced at his fist, then flexed his fingers proudly. "Just got the know-how, is all."

About that time, the Red Wolf himself came running out of the _Iron Vulture_ , so excited that he was nearly tripping over his own feet. "Get these puny planes ready to fly _pronto!_ " he ordered.

Van Petz almost asked him if he was out of his mind, but caught himself; that was one question you didn't ask the Wolf. But he was still irritated. "Aw, gimme a break over here! Let's say, by some miracle, I get these tin-heads inside all these planes right now. We still gotta test 'em out, see how they follow directions in the air."

Karnage was smiling with all of his sharp teeth showing. He had a certain glint in his eye that was tell-tale of some great scheme on his mind. "Just _tell_ them what you want them to do," he said snapping his finger.

Van Petz quietly scoffed at him. "Oh! Didn't know it was that _easy_." To make his point, he tapped on the metal head of the robot in front of him with his fingertip. "Excuse me there, Mr. Auto-Aviator. Would ya kindly have all of your buddies get these 'Yaks in the air and ready to go." He sniffed and waited, leaning his hand on the Thunderyak's nose, looking at Karnage knowingly, expecting nothing to come of his orders. But...

There was a bit of screaming ― ' _they're alive! They're alive!'_ ― crew members on the tarmac running in sudden fear as the other Auto-Aviators activated by themselves, unplugged themselves, and marched themselves each to their own Thunderyak. More came filing out from the _Iron Vulture_. In mere minutes they were situated at their planes and conducting visual inspections of the bolts, landing gear, and all.

"Holy baloney," muttered Van Petz, dumbfounded but impressed... with himself. "I'm better at these things than even _I_ thought."

To Marty, Karnage said, "You girl, go make some noise! I want all decks handed, all these planes loaded, ready to vamoose right this minu-ette!" Marty at once ran off to find Admiral Pomp and Goldie.

By then, Shere Khan had deigned to watch the seeming clockwork operation, wheeled out by one of his bodyguards from within a hangar from which he had taken temporary residence, surrounded by others in their black suits and assault rifles. He grasped at his chest as he watched, obviously in pain, and his doctor, beside him, hurried with preparing a syringe. The tiger's gaunt, drooping face gave the slightest sign of approval at what he saw, but his amber eyes, ageless, flickered with a promise of vengeance yet to come.

"All according to _my_ perfectly master-minded plan!" Karnage yelled at him assuredly. Then, not so loud, "But not _yours_ , you wheezing geezer." With any luck, he thought, this would be the last time he and Khan ever saw each other.

* * *

"I gotta get out of here," Baloo told Molly. "That's all I know. I can't stand the sight of that guy another minute." He had not stepped a foot outside the _Sea Duck_ since storming inside of it earlier that night, even though Karnage had long ago departed the _Iron Vulture_ to see to the next phase of his big plan; Dan and Ace had snuck the sky marshals out of Khan's notice into the ancient mountain halls of their base, into the upper portions where the war room was located, where the bulk of Red Wolf operations were planned. That was where Karnage could be found, too, watching from the glass-less, mountain-side windows with glee as a demonstration of robot-piloted Thunderyaks flew and maneuvered in tight, perfect formation, under silver shining moonlight. Gaia and Doctor How remained on the _Vulture_ 's bridge, in radio communication with the war room, with Gaia of course doing the piloting of the Thunderyaks.

That left Baloo and Molly alone within the infamous sky pirate ship of yesteryear. They slouched together from the pilot and navigator's chairs of the _Sea Duck_. "Charles said he wanted you to take me home," said Molly. "It's not going happen, I can't leave now. I wish you'd reconsider, even if you have to put up with Karnage for a little bit. Have you seen what those robots are doing? After all these years, it finally looks like..." She hesitated a bit. "... an _end_. Maybe the best one we can hope for, the one where Kit doesn't get himself killed. If he won't see the light, he has to be stopped. Now's the chance, and I can't walk away from it. I want to _be there_ for it."

Baloo stared straight ahead, looking at the open prow of the airship, where as passing glimpses Auto-Aviators and Red Wolf crew darted back and forth in hasty preparation of take-off. "What for?" he asked, at length.

Through Molly was shocked that he would ask such a thing, as if the answer was obvious, she was at a loss for a response. "Where would you go?" she asked, changing the subject.

"Haven't thought that far ahead."

"Oh." Molly looked away from him. "I thought, maybe, you'd know that my home is yours."

"Aw, Cupcake, I didn't mean it like that. I just... I... I gotta do somethin' I'd never thought I'd do in my whole life."

She blinked at him. "Like what?"

"I gotta _think_. Go clear my head some. It ain't gonna happen here."

Molly nodded, understanding. There was plenty to think about, if anyone could afford the time. In fact, that reminded her about one of the bigger questions: "What about the time machine? If they get it working again, do you think you'd... well, what would you _want_ to do?"

Stoically, as Baloo thought about his answer, he eyed an imaginary, infinite horizon beyond the glass of the windshield. "I can't remember stuff," he said. "Stuff from back then. I hardly noticed it at first, but now, it's gettin' worse. It's gettin' so the things I do remember, my own head doesn't really think that any of it happened. Like I dreamed it all. If all I had left were the memories... now they're sayin' I won't even have the memories." Baloo looked at her, then away, as if ashamed. "I wanna go home."

Molly tried her best not to show her disappointment. "Well, okay then. But the time machine's here, so you might as well stick around with it."

"Huh, nice try. All I've heard is a buncha what ifs an' who knows. It's just was well, I guess. You were right 'bout what ya said. There's nothin' I want more than for things to be the way they were, but... I'm the one who goofed it up for myself. Don't exactly give me the right to change things around for everyone else."

Molly felt miserable at that answer. "I didn't mean to make you feel guilty about it."

"Nah, forget it," he said, waving his hand. Then he swallowed. "Don't know what the point would be, anyway. It's just like they said. They said that..." He paused, biting his lower lip. His eyes became glossy. "They said he died 'cause I didn't know how to save 'im."

"Oh, Baloo. You can't blame yourself for that. It never even happened. Even if it did, it wouldn't have been your fault."

"But don't ya see? Even if I ever went back, even if we went home safe and sound that day, even if I watched 'im grow up..." He shook his head, closed his eyes, remembering the words spoken to him, now more so as a warning: _'...if you would've been there to stand in my way, it wouldn'ta been pretty.'_

"No matter what I'd do," he said, "I _don't know_ how to save 'im."

* * *

Despite his wanting to be far away as possible from the place, Baloo and the _Sea Duck_ were going nowhere as long as the _Iron Vulture_ was landed. He and Molly slept the night in the plane, where in the back the old fold-down bunk beds had been outfitted with fresh mattresses and blankets. The plane had been cared for and restored in great detail, and Baloo was stilled having a difficult time getting used to how new and fresh everything seemed.

Dawn came unannounced, for there was no view of the sky; but the instant the sun was rising outside, movement started clamoring within the _Iron Vulture_.

Molly groaned, muttering, "I just fell asleep twenty minutes ago." She peered down at the bunk below. "Good morning, I guess."

"Ugh. I couldn't sleep a wink," complained Baloo.

"You sure snore a lot for someone who can't sleep."

Someone abruptly knocked on the plane's side, _bang bang bang!_

"Aw, cut it out!" cried Baloo. There was absolutely no side of the bed he was going to get out of this morning that wasn't the wrong side. The instant he swung his leg off the bedside, he stubbed his toe on the TASTI. "Oomph! Dog _gone_ it!"

"Yeah, that's still there," yawned Molly.

Baloo pushed open the side door, peered outside, and met the knocker with the surliest of looks.

"Well, good morning," said Charles, puffy eyed. "Hope you two had a good night's sleep."

"Have you been up all night?" asked Molly.

"Everyone has," said Charles. "Since they got these robots in gear, everything's moving fast. That little floating ball from the future, whatever it is, I'll say one thing, it knows its stuff. They're gonna fly this bird in a minute. For now, the plan is the pilots fly some drills with the Thunkeryaks, get the airships stocked, and be headed out in twenty hour hours."

"Headed out...?"

"To Sylvania," explained Charles. "Karnage is going for it, all chips on the table, first thing tomorrow morning." He asked Baloo, "You still planning on taking off?"

"Huh. _You_ still plannin' on stickin' around?"

"Still planning on it," said Charles. "Maybe it's the sleep deprivation, but it seems to me the stars are lined up just right. Think of it, the last time Cloudkicker was arrested, it took an entire naval fleet, and he still single-handedly put down most of them before they finally got him. The odds of ever doing it again have been slim to none since. But if we can get that bomb out out of the equation, him and his pirate gangs would face so much retaliation that he'll be forced to come back after it. We'll be able to pick the battle. It's going to be the best chance we'll ever get to take him into custody."

Crew members were flooding into the airship from the prow, hooting and hollering with an excited cacophony. Their Red Wolf was among them, standing proud and tall ― if not a bit wobbly and tired ― waving his cutlass as a conductor's wand in its own right as he barked orders and directed this orchestra into some semblance of a functional team. Outside the ship, the tarmac was in moments abuzz with the din of revving airplane engines, Thunderyaks and others. Klaxons wailed, and gray morning light broke through into the base as the mighty dome overhead slowly began to flower open. It all seemed to be happening at once, and in a hurry.

"Right," scoffed Baloo, while sneering at Karnage. He regarded the signs of the dome opening as the imminent take-off of the _Vulture_ , and finally his exit. "You do whatever ya want, I want nothin' to do with it. I'm _gone_ as soon as I see me some sky."

"Fair enough," said Charles. "You'll take Molly home, won't you?"

Molly took the liberty of answering that question, hastily squeezing through at the door, and inadvertently elbowing Baloo out of the plane. " _No_ , he ― oh, sorry Baloo ― _no_ , he won't. I'm sticking around, too."

"Good grief, I thought we went over this already," argued Charles.

"Exactly! And I'm not changing my mind. If you stay, so do I."

The floor shook, swaying slightly over the water underneath it, and a great murmur reverberated through the airship's frame; the giant engines of the _Iron Vulture_ had just ignited with power. Crew galloped over the hangar catwalks to assume their posts. Pilots jumped into the cockpits of their attack planes and began taxiing toward the prow at once.

"Instead of wasting time trying to change my mind," said Molly, "you should help me try to change Baloo's." She tilted her head up at him, found he was giving her a scornful look, but combated it with a coy, hopeful smile. "Hey. They're not going to find a better pilot to help, big guy."

Baloo's expression softened; it became wistful. "Sometimes, I swear, I think you're yer mom." He hesitated, but at length shook his head. "Sorry, Cupcake. No can do."

"But it's for Kit's own good," pleaded Molly. "He won't stop himself ― he _can't_ stop himself. We have to stand up to him because we still care about him. You were as close to him as anyone ever was. Can you _honestly_ say 'no' to being a part of it?"

Baloo let her words sink in, but his face was fretful. "Honest to goodness. _No_."

"But where will you go? What will you do?"

"Aww, hey," chuckled Baloo, in a sudden air of confidence. "Don't you worry about me. Why I'll... I'll..." He was just as suddenly speechless, and faltered. Eventually the only words he could muster were, "I don't know."

Molly stepped away from him, shoulders hunched and angry (Charles in turn stepped back from her and the plane, apparently having seen this stance before). "Oh, you don't, do you? Well _I_ do." She she dug into her pant pocket and fished out a brass key, promptly stuffing it into Baloo's shirt pocket before he could protest. "This is my house key. It's the only one I have, understand? So you _better_ be there to let me in, or I'll be sleeping on the sidewalk."

"Now w-wait a minute, I can't take yer ―"

"Don't you _dare_ leave me again," seethed Molly, which shut his protest down quick. As angry as she wanted to be at him, however, and glare at him to let him know she meant business, her lip began to tremble. Before she broke out and cried, she grabbed him with both arms, wiping her eyes on his shirt. "Don't you dare. Got it?"

"Yes ma'am," whispered Baloo, returning the embrace tightly. "I got it."

They were swayed by the shifting floor, tilting and leveling as the _Vulture_ ascended airborne. From the view outside the its open maw, a foggy skyline revealed itself over snow-capped mountains. The airship was facing east, and the gray, misty dawn poured into the hangar with a biting chill.

Ace London and Dan Dawson looked on at the _Sea Duck_ , while inspecting their planes. Karnage was nearby. "We just gonna let 'im go?" asked Ace.

"Meh," shrugged Dan.

Ace shook his head. "They're gonna put the feelers out for his plane. He won't last long out there."

Don Karnage inconspicuously took notice of what Ace said, snorted, and walked away from them. He approached the _Sea Duck_ , not getting halfway there before he and Baloo exchanged dirty looks. "And just _where_ do you think you are going," Karnage wanted to know. It got Molly quietly excited ― was the Wolf, in his own way, trying to convince Baloo to stay? Alas, Karnage added, "with _that_ ," gesturing through the open side door to the time machine.

"Huh," scoffed Baloo. "You can _have_ this hunk-a-junk, pal." He climbed into the the plane, pulled a lever that dropped the back hatch, and tried to push the contraption out; much heavier than he expected, it didn't budge. It didn't move for a lack of trying, though. In moments Baloo had worked himself up into a sweat, trying to push, pull, and lift the thing from all different sides. Finally he collapsed over it, panting. "A lil' _help_ over here?" he asked his small (and somewhat amused) audience.

In perfect timing, Doctor How poked his head in the door. "Why hello and good morning! How's my little darling TASTI doing? Oh, making room, are we? I'm afraid you'll never slide it out like that, Baloo. Here, let me do it. I have just the right twenty-fifth century tool."

The otter dug into the pocket of his shorts, coming up with the tool in question ― Baloo was mighty puzzled, because for all of it's flashy little lights: "Looks like a regular ol' screwdriver."

"Ah, to the untrained eye, perhaps, it does appear to be a regular ol' screwdriver." With a wink, he showed him the other end, slyly as if to let him in on a secret. "It's also an ink pen. Six colors!"

With that, he put the head of the screwdriver to a small recess on the TASTI's dash, gave it a quarter turn, and instantly, four metal wheels, hidden seamlessly in the tub-like body, protruded from the sides and lifted the device several inches from the floor. After that, Doctor How merely used his finger to push his invention out of the plane, then occupied himself with inspecting its gauges.

Arms crossed, Baloo glowered down at Karnage. "Happy now?"

By the looks of it, no. Karnage turned briefly to Charles and Molly. "Get lost," he told them. They went to do so.

"Listen, you sucker-punching nincompoop," said Karnage, once it was just him and Baloo. "I should have you hanging by your nostrils instead of letting you go. But then, locking you up would be doing you a favor. Out there, he _will_ find you, and when he does... well. I take it you are not such _pals_ anymore, no?"

For as tough as he wanted to appear, Baloo flinched at those words, lightly pawing at his chest as if he had a sudden pain.

"You have a gift of being a being a big pain in the tail section," said Karnage, casually looking away. "You could put it to use by being a pain in his. If you _were_ to be staying, in the most perhaps-iest type of maybe-ness, I would not necessarily be unable to tolerate it. Not that I won't still hate you, of course. I would probably need aspirin. _Tons_ of aspirin. Ugh. _All_ the aspirin."

"Yer some piece of work, y'know it?" said Baloo.

Nodding, Karnage shrugged, oblivious to the way Baloo was sneering at him. "Well, if you _do_ say so yourself."

"Wasn't a compliment," growled Baloo, stepping out of the plane. His finger poked Karnage in the chest. "You think in a million, _billion_ years, I'd side with you against Kit?"

"Ah, how should I put this, in a way you would understand," said Karnage, in sarcastic muse, swatting Baloo's hand away. He chose his response carefully, in something of Baloo's own language: "Yep!" While Baloo drew a sharp breath, ready to verbally waylay the wolf on all the reasons that was the most ridiculous thing he'd ever heard, Karnage cut him off with a wave of his finger. "How do I know? Because heroes are _morons_ , and do things like that. You, being the biggest moron of them all, when your friends are in danger ― he _is_ the danger. To us, to everyone, to himself. Yes, I believe I will expect you back here by..." Karnage slid up his sleeve as if to check his wrist for a watch, but it was bare. Flustered, he checked his other wrist, patted his pockets, and found nothing there either. "Forget it. Tomorrow morning, we are out of here, and you will be coming back tagging along. Any time you don't think so, just think this one word to yourself: _moron_."

"You _are_ crazy," said Baloo.

The corner of the wolf's lip curled in a snarl that revealed a fang. He was clearly shaken, which gave Baloo some degree of satisfaction. Karnage kept his composure, forcefully. "No, just cursed," he said. "I am right, always."

Baloo gave him a face like his nose had just been stung by a heap of manure, turned away and retreated inside the _Sea Duck_. He went straight to the cockpit, and wasted no time turning on the engines. There wasn't a straight-away path out of the airship, but there was just enough to maneuver around the clutter. The crew working between him and the prow quickly scrambled out of the way, as when the plane started moving, it would seem the pilot didn't care if anyone was standing in his way or not.

The back-wind from the propellers beat upon Don Karnage's face, but he just smirked knowingly as the plane bolted, weaving around crates and parked aircraft. Then he spied Charles and Molly looking on. _One_ of them, he was talked into by Gaia as being part of "the plan," and begrudgingly accepted staying on. The other...

He ran after the _Sea Duck_ , cutlass waving to get Baloo's attention. "Wait! The girl! Take the girl with ―"

With a roar, the _Sea Duck_ jumped to full throttle and exited the prow. In seconds it had rolled away, out of sight. He then turned and glared at Molly, who smiled nervously and waved at him.

"Oh don't you wave your fingers at _me_ , you and your annoying ninny-face," he said. "I wish you had another doll, so I tear it to pieces in front of you!"

"Hey!" objected Molly. "What'd I ever do to you?"

"You were _born_ , no? Though, I am supposing I have no one else to blame for this." And indeed, he did not, as evident by the angry pointing he did at Dan and Ace, there was no one else to blame but them. " _You two_ knuckleheads have no control over _anything_ on this ship!"


	11. Chapter 11

**Chapter 11**

"Not exactly a cocktail party, is it," muttered Emma Rye, to Maul.

"Not exactly a hostess, are you," Maul muttered back.

The sky pirate captains had been summoned to _Iron Cloud_.

They had not yet known the reason why, but there was no questioning their having to appear. It was one of the rules, you showed up when called to do so; the only pirate clan that had ever flouted Cloudkicker's rules went quickly extinct. If the reason was unclear, they could at least trust that the matter was no trifle; the last time such a summons was ordered, Cloudkicker had declared war on Shere Khan and gathered his airship fleet to move against Cape Suzette. This time, there was a sense of even more urgency. The orders had been issued the day before, expecting them to arrive by noon today. With the pirate clans spread out over half the globe, in order to comply, they had to leave their airships behind and take to their fastest moving planes.

All summoned captains were accounted for, on time, seated at a long table, and perfectly loathsome to see each other. The extent of small talk and greetings was essentially limited to growls, snide insults invoking mothers, threats of dismemberment... your typical pirate stuff. They had gathered at the back of the bridge, which on _Iron Cloud_ was a large, oblong platform raised above the cavernous hangar below, from where rose the din of the unceasing flight operations and maintenance. The end of the platform, where the helmsman was seated, was a circular cul-de-sac extending in mid-air at the center of the massive, rounded window grid.

Em said not a word of greeting to the captains. Maul had it right, she wasn't exactly apt to play hostess. If she ever served anyone a cup of tea, especially this group, they'd be wise to suspect an arsenic lace. She waited impatiently, leaned against the side of a radar screen console, eyeing them contemptuously, passing the minutes with a rhythm in her head, the war drumming of Maul's knuckles against the floor beside her. Duly noted were the inconspicuous glances they made at her, showing their affection toward her was mutual. Also duly noted were that such glances were mirrored back at them by Maul, at which point they were inclined to look away for their own safety.

She was fond on Maul because he was fiercely loyal. He was effectively captain of _Iron Cloud_ when Cloudkicker himself wasn't superseding, a promotion she thought wise. He was muscle, sure, but also a thinker and a strategist, who, shortly put, went from bodyguard to hitman to mobster underboss, to a convicted super-max lifer behind bars, and eventually a coincidental subject in Cloudkicker's infamous prison break. As was she.

As for the rest of them, she thought, they could rot. She trusted none of them, knowing Cloudkicker's leash was the only thing differentiating them from rabid dogs, and on any day yet one or several of them may have to be put down. This was actually the first time she had seen them all in one room; back when they had invaded Cape Suzette, there were only six airships making up the fleet, a time when _Iron Cloud_ was still under its several years'-long secret construction. In years back, some airship and their respective pirate clans had come and gone, such as the ones Shere Khan wiped out during his war against the sky pirates, or the one blown away by the Navy in the skirmish where they finally put handcuffs on Cloudkicker. Now there were twelve, including _Iron_ _Cloud_ itself. At their height, in concurrent numbers, there were fourteen, but the crew of the _Bloodletter_ ― once upon a time the most aggressive, fastest growing, and largest of the clans ― decided to declare their independence, and took to raiding coastal cities, with great success, great destruction, and a rising body count. The world needed not wait for security, law, or military forces to intervene; the clans rallied at Cloudkicker's behest, and the _Bloodletter_ , crew and all, was annihilated. Cloudkicker had personally administered the wayward captain a tracheotomy with the blades of _Doomshot_. Then there was _Storm Reaver,_ a magnificently terrorsome zeppelin engineered by a rogue Thembrian scientist. It had massive electrical generators and machines emitting cloud-seeding chemicals, and took to stalking in the very thunderstorms it created, attacking nearby aircraft with spouts of lightning. It was destroyed, only last year, in a surprise attack by the Red Wolf.

Of the twelve, two were not involved in sky pirating, per se, and had no representative present in the meeting; they only took flight upon Cloudkicker's orders, whensoever he should call upon them to serve their unique function. Of these two, _Inferno_ was widely known and feared, especially since its appearance over Cape Suzette. It was less of an airship as much as it was an airborne flamethrower. There was no aesthetic design about it, it was ugly. Initially a Houn concept cut short by the end of the War, it lacked all practically and was solely intended to scare the hell out of the enemy. It was the only airship in the world to run purely on jet engines, and that was part of its nightmarish infamy (and its rare use, from a mechanical standpoint). Six vertical turbines, three on each side, kept it airborne, two more mounted on the back gave it speed; notably, these engines were modded so that they were extra fiery, smokey, and noisy. Its main cannon, which essentially accounted for most of its cylindrical body, was derived from experimental, super-scale jet engine technology that preceded _Iron Cloud_ 's construction. They took this massive jet turbine, with its countless thousands of pounds of thrust power, and concocted it into a weapon that projected a dragon's breath of flame.

The latter of the two was _Hammerhead,_ which, in contrast to the former, was known by very few. It sat in a discreet location, hidden away from prying eyes, and had never been deployed. From time to time Em heard rumors spreading among the crew about it, their vague idea that Cloudkicker had an extra airship tucked away somewhere ― but they thought it was a merely some sort of "spare" he had on hand if and when one of the others met its end. They were ignorant that if _Hammerhead_ was to ever deploy to its purpose, and was successful in its mission, an entire city, perhaps an entire country, would be laid to waste.

The secrecy behind _Hammerhead_ wasn't atypical, and aligned with one of Cloudkicker's tricks in managing an empire of crooks. He did not, as they say, wear his thoughts on his sleeve. When it came to the worse of the worst, many of whom were the captains seated at this very table, holding vile and ruthless ambitions, they tended to be the most imaginative in what terrible, deplorable, _painful_ depths a man like Cloudkicker could unleash, even if only because of lack of evidence to the contrary. He left them wondering, left them to their own vile imaginations; the worse they dreamed up, the more they feared him, and the easier they fell in line. And he didn't even have to lift a finger to make it so.

Anyway, that left nine airships, and nine captains were summoned and accounted for. In no particular order:

Festo, a one-eyed, snaggletoothed hyena with a penchant for leather duds and a compulsion to scratch everywhere, took command of the _Scourge_ by way of crew's vote. He was formerly second in command to the recently departed Komodo. He couldn't fly for squat, but he was conniving in gathering loyalty.

Han was an elderly, soft-spoken Panda-lan with a round belly and a long, white beard. His charge was the wooden dirigible _Jade Spider_ , which was the only of the pirate airships to not rely on squadrons of attack planes to capture its prey. Instead, Han had fostered a skilled boarding crew and set up mid-air traps of nets and balloons in common flight routes that snagged unwary aircraft at night or in low visibility weather. He was known, infamously among the other captains, for his methods of stealth and non-destruction, and enviously among the other captains for being the only one whom Cloudkicker had given leave to raid inland cities at his discretion. What his crew lacked in numbers in attack planes were made up for in the competency of the pilots he had on hand: his flying _trapmasters_ were infamous for netting plump, cargo-laden cargo planes out of the sky.

 _Harbinger_ , commanded by a feisty cheetah by the moniker of Captain Jack, was the most amphibious compared to the others. With a long, flat top used as a runway, it resembled an aircraft carrier with four, massive wings, two in front and two in back (raised higher), large pontoons at the ends, with a total of sixteen propellers. It was heavily armored and spent most of its time cruising in the open ocean much as a seafaring vessel; when speed required, it would skim over the water at over two hundred miles an hour, and carried more attack planes than any of the other airships, save for _Iron Cloud_. It was often too heavy for sustained flight, but when vacant of the burden of its attack planes, it could take to the sky, moving less as an airship and more as an extra, _extra_ large airplane. This mobility, combined with its offensive array of large caliber gun turrets, made it an especially viscous foe. Captain Jack was an aviation fanatic who preferred piloting _Harbinger_ himself. He didn't care much for flash and flare, and was unassuming in his rustic appearance, a red plaid shirt, a brown ear-flap cap, and goggles perpetually attached to his forehead. What he _did_ like was making big things fall out of the sky.

While each of the pirate clans had their own flavor, so to speak, the other airships were less diverse in form, mostly based on a common aircraft carrying zeppelin design, shared by the likes of the Usland Navy, and Don Karnage's _Sky Wolf_ and _Big Kazoo_. They relied on great, compartmentalized helium airbags for flight, coated with light aluminum and thick, resilient, anti-flammable fabrics to ward off attacks. Their bellies were hangars that stored anywhere from ten to twenty attack planes; there was no "landing" in these things, of course. To "land," these planes would have to fly into the hangar, and use a system of top-sided arrester bars to snag onto hanging metal clamps within the hangar to come to a stop. Take offs were a bit easier... release the clamps and down they go.

"Sir" Allister Bullfinch, a tall, broad-shouldered moose, had command of (the formerly _HMS_ ) _Grey Dawn_ , an airship hijacked from the Crown at the heels of the War. It was rumored he was a disgraced noble, but the truth was there was nothing noble about him, in character or in lineage. He liked to dress fancy, classically so, with a buttoned white, ruffled shirt, black ribbon bow tie, and a blue dress coat with gold trim. With lanky, upright posture, he fancied himself a refined, cup-and-saucer tea aficionado and often had his large, scruffy nose upturned. When his temper eroded that thin facade, and the haggard thug was exposed, he was keen on breaking things apart. Airplanes, bones, whatever was handy.

The large and deadly _Skykiller_ was one of the airships to attack Cape Suzette; back then, it was known as _Skyheart_ , Cloudkicker's flagship before _Iron Cloud_. It was a former Uslandian war vessel, had triple decks of broadside cannons and was key in defeating Shere Khan's gunships before the city's cliffs. Now it was commanded by Maureen Bledsoe, who went by the moniker — and not without historical irony — Bloody Mary. She was best known for three things: an outspoken opinion, a love of rubies, and favoring hunting only armed prey, in hopes of a deadly fight.

The mighty _Conquistador_ was named and headed by a slender fox known as Don Sebastián. Cloudkicker had remarked at least once that he resembled more of a weasel than a fox, and wasn't thrilled when he added Don as his salutation after being given command of his own ship. It sounded too similar to their most hated nemesis. Sebastián, however, began as a fighter pilot on _Skyheart_ , and proved to be an ace, and often one of Cloudkicker's wingmen.

 _Claim_ _Jumper_ was what you got when you gave a pack of third generation, train robbing cattle rustlers, cowboys and cowgals, a chance at the sky. They were the smallest of the sky pirate clans, but by far the most rambunctious, and arguably the most ambitious. With their rusty, welded-up warplanes that were salvaged from military wreckage and pieced back together, they went for the big game, cargo convoys traveling by air or sea. They raked in more stolen loot per head than any other, and kept Cloudkicker happy with his cut. They were led by an ornery rat, Lucius "The Gnawer" McCulken, who above all else liked clinky, shiny gold jewelry, and disliked baths.

 _Wild Hunt_ took its name from an ancient legend, that of a band of deadly ghosts riding skeletal horses from the sky, fervently pursuing their prey, and bringing plague upon the land whenever they were seen. A doberman by the name of Jules Keller (often intentionally mispronounced and addressed as Killer) was captain of this airship, who had no affiliation to the aforementioned legend, but he liked the way it sounded; he was a former Houn _l_ _uftwaffe_ commander, incarcerated and dishonorably discharged before the War when it was discovered he had a certain hobby on the side, which involved grave digging and amateur taxidermy. Similar to _Scourge_ , their clan consisted of those of a peculiar taste for the morbid, but they were even more visually expressive. Their "hunters" flew lightweight fighters outrageously decorated with long feathers and wood carved to look like bones, some attempt at making them look like gruesome, undead birds.

Last, and the newest addition to the fleet, was _Beggar's Fortune_. This war zeppelin, on its maiden voyage, still smelled of wet paint when Cloudkicker captured it. The pirate crew assigned to it elected its name, an homage to their impoverished past and new future. A talented pilot named Vixen, no other name known, who previously led the very squadron that dropped bombs on Khan Tower, commanded this roughneck bunch. Rumor had it that before she found her calling in the sky, she was a self-made professional pickpocket and all around street urchin.

They were hushed when they heard the sound of uneven footsteps and a creaking leg brace. Han of the _Jade Spider_ , the eldest in the room, stood up respectfully and bowed. "Master Cloudkicker," he said. The rest, not to be outdone, rose to their feet. Em nearly groaned out loud at the sycophantic show, but was pleased to see that Cloudkicker only snorted at them and waved them off. He had a lackey following behind, wheeling a large cardboard box on a pallet truck. Em wondered how their show of respect would hold up against the upcoming decree; in a daydream, she imagined a brawl breaking out, and was having some fun planning out which dogs she'd shoot with her right pistol, and which she'd shoot with her left.

"Don Karnage is a dead man walking," declared Cloudkicker. "All your merry little thievin' is hereby put on hold until he becomes a dead man _dead_." He paced a half circle around the table, while the captains glanced at each other in stunned silence. "I've let him to be a pest for too long. The only reason he's still breathing is because we haven't given him everything we've got. That changes today." He circled back around, to the box on the pallet. "Since all your mouths are open but no one's askin', no, we don't know where his hideout is. We don't know where he's getting his toys or how he's keeping out of sight..." His face became darkly seething. "Except when he's blowin' up my _airships_ or knockin' my _planes_ out of the sky." The pirate captains flinched in sync when Cloudkicker's knuckles came down at the head of the table. "No more. We're all in."

Silent glances were shared around the table. Allister Bullfinch eventually gathered the gumption to speak up as the voice of concern they were all sharing. His voice was smooth, and never without a hint of condensation, but came off as voice acting. "Respectfully, _sir_ , what can we do? The _Iron Vulture_ 's been disappearing on us for years, and ―"

"They got away yesterday," interjected Bloody Mary, boldly, and to Bullfinch's sudden shock. He shot her a nasty look that clearly implied she was _not_ helping him by adding clarification.

Bullfinch continued, turning his nose up to her, "It appears that they always get away. Certainly we couldn't be expected to put off our enterprises indefinitely."

"Our thievin' is our livelihood," blurted the Gnawer, slamming his fist on the table.

Well, that was three already, thought Em, noting her man did not look to take kindly on their protests. "Oh, this ought to be good," she murmured to Maul; the gorilla grunted in agreement. She watched with devilish glee as Cloudkicker glared at the Gnawer, slowly making his way behind his seat. The rat's bucktoothed face thinned with quiet terror.

"Your livelihood," said Cloudkicker. Loudly, he hawked a glob of spit on the table. "See that in front of you? _That_ means more to me than your so-called livelihood. Any questions?"

No one answered. Em, however, shook her head. "It's that kind of class that makes my heart flutter."

"But, Bullfinch has a point," continued Cloudkicker. "Karnage has got something goin', and he's been beating our detection left and right. So, the focus of our search isn't going to be _him_." He went to the box, dipped his hand in, and pulled out a stack of printed black and white photos, newspaper quality; this he tossed on the table, the sheets cascading from one end to the other. "Hot off the press, pass 'em around. This is the _Sea Duck_. It's a thirty-year-old Conwing L-16. Should look brand new. The paint job is custom, yellow and orange. Take note of the custom engines, too, the size of the propellers.

"I want everyone on your ships to burn this image in their heads, from your pilots to the slugs that scrub your latrines. You got anyone on the ground, you get this in front of 'em. You got favors to call in? Call 'em. This just became the most wanted plane in the world."

Festo of the _Scourge_ scrunched his nose at the picture, recalling it looked familiar. His whiskers quivered as he spoke. "Boss, isn't that... _your_ plane?"

The question made Cloudkicker pause. Em watched on, curious and surprised at such a reaction. She knew he had an emotional attachment to the plane, but what was so difficult about the question? His answer, though, and its sincerity, surprised her more.

"No," said Cloudkicker, at length. "Never was." He shrugged, and continued with is orders, "Each of you will be assigned a search route. You'll have your squadrons sweeping inland to check out airfields and harbors, anywhere this plane might land. Maul is gonna give you the details. Lemme be clear, this is a search. If any of you let your crew instigate any attacks on civilians, you're gonna be handed your own guts. Focus on the plane."

"What's the plane got that'll lead us to Karnage?" asked Bloody Mary.

"It's pilot, and make sure he's not harmed," said Cloudkicker. "How we'll find Karnage after that, you'll leave that part to me."

The Dame of _Skykiller_ smirked at him. "Then what's Karnage got that we need to go after him so bad?" The others were at the edge of their seats, very interested in that question.

Em wondered if that question would even be answered. Cloudkicker did not have a reputation of justifying his instructions to his underlings. At the head of the table, he leaned on his palms, eyeing them over one by one. "You've heard _rumors_ about something that was found on an island. Whatever you might have heard about it, know that it's a weapon, something more advanced than we can understand right now. But, I know enough. I'm not callin' this in because of how much I hate Karnage. I'm callin' this in 'cause if Karnage gets a change to use this thing before we stomp on him, we _all_ get wiped out."

Incredulous glances were shared across the table. They were obviously unconvinced.

"If you think I'm bluffin' you, go 'head and challenge me," dared Cloudkicker. They came to heel like scolded schoolchildren at their desks, assuming good posture. Then, lastly, Cloudkicker gave them three words, spoken slowly and gravely: "Find. This. Plane."

* * *

When he left the _Iron Vulture_ , Baloo simply locked his hands around the flight yoke and flew. There was no particular direction in his mind. The only thing soothing in the least bit was the sound of the plane's engines, and its speed over land and water. The feeling that he was _moving_ was all he wanted to cling onto.

Moving... yes, that sounded a lot better than running away.

The flight went on for hours, the sun made a complete arc from east to west. The _Sea Duck_ 's gas tank was running on empty, and so was his stomach. It occurred to him that he might have been a little hasty in throwing that ten grand out the window. After nightfall, he followed specks of light along a coast and had found a quiet fishing port in the middle of who-knows-where, where he moored the plane on the beach nearby. There he took to the back of the plane, rolled onto the lower bunk bed, and covered his head under a blanket.

He was sure he was going to have nightmares. He was already having them wide awake.

* * *

Someone knocked on the _Sea Duck_ 's side door, pounding it with such force that the entire plane shook. Baloo opened his eyes slightly; he was certain he had only just closed them about ten minutes ago. Sunlight pierced through the windows, morning had arrived. But Baloo wasn't ready for morning, for another day. It was the last thing in the world he was looking forward to. Best just ignore it, then. He rolled over and tried to sleep again.

The knocking came again, rattling the plane. It startled him. More than that, there was this _rumbling_ sound. He recognized it as any seasoned pilot would; it was a cacophony of engines, airplane engines. Something big was happening outside.

Groggily, he rolled out of bed and opened the door. The sudden sunlight blinded him, but what came into view, to his absolute horror, was a group of sky pirates bearing black jackets and the green skull of the _Scourge_. The hyena leading them waved and grinned. "Gooood mornin'!" he shouted in a shrill voice. "Just goin' door to door! Interest ya in buyin' some life insurance? Changin' religions? Buy a vacuum cleaner?"

Baloo gasped. _Iron Cloud_ loomed directly overhead, at low altitude, its massive presence casting a shadow and gale over the entire fishing port, where pirate crews kept those who resided there cowed and quietly detained, so that no one interfered. _Scourge_ and other pirate airships circled slowly around, choking out the the open sky like ghastly heavenly bodies. Squadrons of attack planes darted everywhere.

In a panic, Baloo slammed the door shut, pinning his back against it.

"How 'bout some _Giiiirl_ Scout cookies, then?" the hyena called out, before letting out a shrieking laugh.

Flop sweat dripped down Baloo's face. He was frozen, with no idea what to do.

It would seem the pirates decided for him. Something grabbed the _Sea Duck_ by its tail. Baloo yelped as the plane was hoisted up, and him tumbling down into the cockpit. The windshield below him, he haplessly watched the beach grow distant as the plane was reeled in like a fish on a hook, up into the gullet of _Iron Cloud_.

Once inside, giant bomb bay doors closed beneath the _Duck_ 's nose; the plane was subsequently lowered until its nose hit the closed doors, then was dropped unceremoniously to fall on its belly. Baloo rattled along the floor, bouncing between the seats. He felt the sting of his darling's bellyflop in his own gut. The pilot's-side door was pulled open almost immediately, and Baloo was grabbed by the ankle by a huge, hairy black hand. He yelped out as Maul whisked him out of the cockpit easy as pulling a weed out of a flowerbed.

There, he was surrounded by the meanest faces he'd ever seen, some he had seen before, but all of them now more vicious, more bloodthirsty. Thirsty for _his_ blood. His knees and hands were shaking and he couldn't do a thing about it. A few pirates scurried inside the _Sea Duck_ and began to root around, but that was his last concern. He turned his head and found Em beside him, her with two pistols cocked, aimed at his face, and ready to go; her fingers were twitching over the triggers. A hand in a fingerless leather glove slid over her shoulder and nudged her away. Baloo recoiled at the face revealed behind her, the face of the monster that took his navigator away; his was a look cold as glacial ice, and just as hard.

"You sided with Karnage," said Cloudkicker. His leg brace creaked as he stepped forward.

Baloo raised his hands, as if bracing against an imminent blow, from anywhere, anyone. "Kit...?"

The other's voice and snarl were venomous. "You sided with Karnage."

"No! I didn't ― I didn't _mean_ to, I mean. He was just there, an' I had to... I... I..." Baloo felt his chest become tight and his breath short, and his eyes stung. There was nothing worse than looking upon Kit Cloudkicker like this, being literally faced with realizing he was never going to get back what he wanted so dearly. Baloo let his arms fall to his side. Right then, there was no one else in the room, or in the world. Just him and Kit. "What'd ya wanna do? Huh? Hurt me? Ya already have, more than ya know."

Cloudkicker only seethed angrier, grabbing Baloo by the lapel of his shirt, pulling him face-to-face with such ferocity that he only appeared to stop just short of biting. "You think you're hurt? You think you're scared? Skipper, you got no idea what I'm capable of."

"I guess I never did," said Baloo softly, after a long swallow. "I don't know a dog-gone thing 'bout what I'm doin'. I don't know what I'm doin' an' I don't know what I _can_ do. But... ya gotta believe me, 'cause I swear it, Kit. Even gettin' mixed in with Karny, everything I've tried to do, I did it for ―"

"SCREW YOU," roared Cloudkicker, shoving him down with both hands. Baloo spilled flat on is back, sliding against metal floor. Huffing like a rabid animal, Cloudkicker stood over him, crunching his hands into fists. "You did it for _you_."

Baloo was stunned, though, so stunned at what had happened that he could hardly fathom _how_ it happened. He had hit his head on the floor and it smarted. When it realized who had hurt him ― he felt as helpless as a small little boy who had just got pushed on the playground by the big bully. If only he could just run home.

Cloudkicker must have sensed it, must have had yet a shred of heart left in him, because he cupped his hands over his head, wincing, as if reining in a scream of conflicting emotions. He hesitated, then was about to proffer his hand to help Baloo up, but that was quickly rescinded before Baloo could accept.

"You did it for you," he said again, calmly. "I don't make _you_ feel good about yourself anymore. That's all that matters, not me. Took twenty years to know it for sure, that you're just like Karnage. You both _loved_ havin' some little scrub follow you around and idolize you. That's all you wanted. It was all fine when I was tellin' you how great you are, how you're the best. The minute I don't, I'm _nothing,_ not worth living."

"Wha'? No, that's not ―"

Cloudkicker reached down, with one hand grabbed Baloo by the wrist and _hoisted_ him to his feet, which such speed and unexpected strength that it left Baloo quite startled.

"Look at these scars," he told Baloo, turning his cheek to show where the shrapnel had peppered his face. "I got 'em all over, big and small. I've been shot, stabbed, burned, beaten and broken. I've won some, lost some, been knocked on my ass so many times I couldn't begin to count, but every time, I got back up again. I've been an inch of my life and laughed at Death right in the face. _Scars_ , Baloo, each one with its own story, each one that's made me stronger than before. I've earned every single one of 'em. You don't get to take 'em away. You don't get to use some magical time machine to change anything. This is _my_ life. Mine!"

Aghast and speechless, Baloo regarded the small scars, and the mental imagery of how they came to be, with a wilting look of sadness. He swallowed, long and hard. His voice was small when he finally found it: "I'm _sorry_ , Kit. I wish I coulda been here for ya. I'd give anything to've just been there for ya." The look of pity flustered the other, and made him turn away. "An' I know yer right," said Baloo, "I got no right tryin' to make things different, for nobody. I left that darn machine behind 'cause I don't want nothin' to do with it. I don't want nothin' to do with nothin'!" Baloo felt his back suddenly touch the side of the _Sea Duck_ ; he didn't even realize he had been backpedaling. "I just wanna be left alone."

"Aww," drawled Cloudkicker. "Po' widdle Bawoo. He been t'rough so much. Meanwhile, you gift wrapped Don Karnage a weapon he's gonna use to wipe me clear out of this world. You even gave him the only guy in the world who knows how it works. So 'scuse me if I don't give _a damn_ if your feelings are hurt. You put a knife in my back deeper than Karnage ever did."

"I'm sorry," mumbled Baloo. He turned his head away, gazing at the floor; not being able to stand to to look at the other anymore; that hurt more than the bump on the back of his head. "All I wanted was for things to be like they were. For you to be... you."

The anger shown in Cloudkicker's face was as the ebb and flow of the tide, and the tide had just come in with that remark. "Who the hell are _you_ to tell me who _I_ am?" Then, the ebb. "I'm gonna give you one chance," he said. "Tell me just _one thing_ and I'll believe everything you just said. Tell me where Karnage's hideout is."

Baloo was jolted; there was sudden image moving in his mind, of all these sky pirate ships swarming the base, laying it to waste with bombs and shells, monstrous weapons against those rag-tag pilots, the fox Felix and his bloody fate, and that little girl who tagged along behind Karnage and what could happen to her...

"Take the knife out of my back, Baloo. Do it for _me_."

Baloo steeled up his courage and shook his head at him confidently. "I never saw it."

Cloudkicker frowned, sighed, and nodded. "Heh, yeah. That's too bad." He reached out his hand to his side, snapping his fingers, then caught _Doomshot_ as Maul tossed it to him. Baloo suppressed a gasp, as he suddenly realized again the number of pirates surrounding him, and their menacing stares. Em still had her pistols fixed on his head. Meanwhile, Cloudkicker, with his weapon's blades, made an incision under the _Sea Duck_ 's left wing, where it had been recently patched up. "You found one of the tracking devises, I see. Courtesy of that big-mouthed pet ball, I bet." The pirates that had been inside the plane came scrambling out; they handed him a strange looking metal box with wires and switches. Cloudkicker tossed it up and down in his hand, making sure Baloo got a good look at it. "Didn't find _this_ one, though, did ya?"

Baloo felt his heart race. He tried to keep his face blank, but the way the other was giving him that knowing look...

"I only asked you about Karnage's hideout because I wanted to see whose side you're really on," said Cloudkicker. "I've known where it is all this time, thanks to you. Tomorrow, I'm takin' the whole fleet for a little field trip and take a look at it." He limped in front of Baloo, smirking at Baloo's frightened jump when he rested the muzzle of _Doomshot_ upon Baloo's shoulder. "I'm gonna kill every last one of 'em. I'm gonna put a great big hole in the ground where their hideout used to be. I'm gonna burn it down and spit on the ashes. All thanks to you and your help. Just wanted you to know, and tell you how much I appreciate it."

Baloo, glancing sidelong at the wicked gun on his shoulder, broke out into a cold sweat. Cloudkicker seemed to relish that moment, then sauntered away from him, using walking _Doomshot_ on the floor like a cane. "I guess I owe you, for when I was a kid. So I'm givin' you this one bye. You get to go, but know one thing: you're dead to me. All over again. This time, I won't be grieving."

Baloo had no words, though his heart wanted desperately to call out to his friend, but his friend wasn't there. He had nothing.

"Drop'm," Cloudkicker suddenly ordered. The bomb bay doors immediately shifted under Baloo's feet, cracking open down the center. He yelped and scrambled into the cockpit, just in time for the _Sea Duck_ to free-fall from ten thousand feet. His instincts were in charge of his body at that point, turning the switches and levers to engage the engines, wrangling the flight yoke to level out the plane, while his mind was far, far away.

A lot of people were about to die because of him. That damned time machine, putting him in the middle of all this. Everything he tried to do was to do the right thing, and everything was a disaster. There was nowhere far enough for him to go. People were going to die. With all this swimming in his head, he belted out a loud, roaring scream, putting all of his lungs into it. It rattled his own ears. When it was over, he breathed. Some semblance of sanity returned.

Looking over his shoulder, he saw the sky pirate fleet shrinking away in the horizon. They weren't following. _Tomorrow_. He had until tomorrow to warn Karnage. All he had to do was backtrack his route to the their hideout. He reached over and opened the glove box, grabbing every folded map, and hastily spread them over his lap. What a time to be without a navigator.

Okay; time to think this one through. When he left the _Iron Vulture_ , he didn't turn the plane much. He also didn't look at the compass much. He had to close his eyes tight and _think_...

 _Southwest!_ He had flown southwest. Flip that around, you got northeast. Okay, then! No sweat. He could follow northeast on a map... but wait, where the heck _was_ he to begin with? Why did this have to be so complicated?

He happened upon a chain of islands, and followed them to an airfield on a trading port. There, he bartered away his leather jacket, by then a classic piece of aviation apparel from the days of the Great War, for a full tank of gas. He also gathered a few hints on where he was on the globe, and knew the hideout was about one full day away. With only that much, he was about to take off on two wings and a prayer, but happened upon another pilot in the airfield who was arguably more rattled than he was.

Baloo watched him from a distance; this pilot, a stork with a long, crooked neck, was hastily swishing blue paint under his plane's wings, dunking a big brush into a paint bucket, splashing it all over the place while he did it, without the least bit of finesse. He wasn't doing it for looks, he was covering something. Baloo crept up among the bustle of the taxing planes and pilots gassing up, and spied a little piece under the wing, just before the pilot painted over it, a bit of red.

 _Red Wolf_ , Baloo realized, remembering Karnage's words as it related to keeping an eye on Kit: _I have scouts doing scouty things all the time!_ This one, though, was scared to death that someone would make him. The scout had no doubt seen the sky pirate airships gathering beside _Iron Cloud_ , and with hungry sharks all around, you didn't want to be the most alluring sardine.

That was a chance Baloo was not going to let slip by, nor did he bother to investigate if this pilot was whom he assumed before walking straight up to him. "I need to see Karny right away."

The goggles pulled up over the stork's brow just about sprang from his head; he started at Baloo like a gun had just been pulled on him. The _I don't know what you're talking about_ was caught and rattled in the lump of an Adam's apple he had bouncing about a foot over his collar.

"Look, there's no time to explain," said Baloo. "They're comin' for his hideout, and there ain't gonna be nothin' left of nobody if they don't get out now!"

As if the pilot couldn't look any more frightened, his eyes bulged out like bubbles. "Hideout? H-how...?"

"'Cause I _know_ , that's how," Baloo asserted. "When I say there's no time, I _mean_ there's no time! They're gonna hit it with everything they've got. It's all my fault! Aw, stiff up yer beak, pal. C'mon! Ya gotta help me warn 'em!"

* * *

Once again, Baloo saw the sun go entirely from east to west, and nightfall had cast its gloom. He had been following the scout plane all day, and now they were under heavy clouds, darting through icy air through a light snowfall, lamps on the wings lighting their route. The good news was, things were looking familiar. Pine trees, snow, mountains, rivers... however, there were dozens of rivers, hundreds of mountains, and thousands of trees, over hundreds of square miles. They were also mostly a bunch of shadows. Luckily, the other pilot seemed to know where he was going.

For all the rump-numbing hours spent getting there, the secret entrance to the hideout came surprisingly sudden; Baloo followed the scout plane along a low ridge, then formed up abreast as they skimmed over the river, then turning into the tree-lined shore. Gates, camouflaged as trees, opened before them. A dotted strip of lights marked the length of the runway within.

The _Sea Duck_ landed first, wheels hitting hard and coming to an eager halt beside the runway. Baloo jumped out of the cockpit immediately and started across the runway for the cavern entrance, abruptly sucking in his gut before it got clipped by the landing, now swerving, scout plane. Thus there was a plane screeching and skidding down the runway, a mountain of empty crates stacked up at the end the the runway, and a destiny between the two.

"Oops," muttered Baloo, wincing at the crash. A tire from the scout plane rolled past his feet. In the distance, some wiseguy hollered _'steeeeee-rike!'_ To that end, was it bad that Baloo felt just a _little_ bit proud that he made that he managed to knock down every single one of those crates? He had never bowled that well in his life.

He had not the chance to utter a flustered apology before he was surrounded by a welcoming party: black panthers in black suits, greeting him with assault rifles. They were much more _official_ looking than the Red Wolf crew milling around the base, officially dressed, officially trained, and officially licensed to kill. Baloo put his hands up. "Hey, wait a minute, now, guys! I gotta see Karny! Where's Ace? Or Dan?"

An aging panther with a gray muzzle was front and center with a pistol in hand. "Who are you, exactly, and what do you _think_ you know about Cloudkicker finding this facility?"

"Everything!" said Baloo. "They're gettin' all their sky ships together, and they're gonna be here soon. Where _is_ everyone?" When he looked around, he finally noticed that the base was significantly emptier than when he last saw it; almost all of the planes, and certainly all of the Thunkeryaks, were gone. Gone also were the _Iron Vulture_ and the zeppelins.

"It's true," said the stork pilot, having emerged from the crate avalanche, whilst giving Baloo one mean look. "They're getting together. There's no indication that they're headed here, but something's up, something big. I was keeping eyes on them, but there were so many of them that I had to fall back."

"We've got nothing on radar," said the panther, glaring at Baloo suspiciously. "So how might _you_ know what their plans are?"

Baloo's lips thinned into a tight frown. _Because Kit told me himself after plantin' a trackin' box in my plane..._ Oh boy, somehow he figured that was not the message he wanted to give to this group. He needed to talk to someone _right now_ who would understand, someone like... ugh... Don Karnage. This was messed up worse than his last tax return.

"Easy, goon-faces," said a young voice. Marty emerged from behind the suited panthers, popping pink gum behind her teeth. "He flew the third plane on the Miniversal heist. He's cool with the Cap."

The lead panther looked upon Baloo with a different regard then; less incredulous, more with an air of understanding... that is, understanding he was probably a flea-bitten, half-wit lunatic who howled at the full moon and snorted oven cleanser. "Should've known, just more wacky Red Wolf rabble. Cloudkicker on his way here, or Santa Claus?"

Boy, was Baloo ever sick of people not believing him. "I'm tryin' to help ya, mack! If ya don't _listen_ to me, yer all gonna be real sorry, real soon." He must have come off as aggressive, because the panthers assumed ready postures to fire their weapons. "Oh, what, you gonna _shoot_ the guy savin' ya? Where the dog-gone blazes is Karnage?"

"Search the plane," the lead panther ordered. "This one's fishy." On cue, several of his suited counterparts marched past Baloo and into the hold of the _Sea Duck_.

Baloo just threw his arms to his side, exasperated. "You guys pullin' my propeller, or what? How come no one's listenin' to me?"

His wrist was grabbed by Marty, who gestured for him to follow her. "Wastin' your breath. These squares think all of the Cap's pilots are wackos. C'mon, you wanna him, _I'll_ help ya."

"Uh-uh," said the lead panther. "He goes nowhere until we clear the plane."

"So? Just come get him if ya want," argued Marty. "I mean, look at this load!" She was pointing, with the manners of a wild baboon, at the width of Baloo's gut. "What's he gonna do, hide?"

The panthers lowered their weapons, and Baloo was led into the cavern entrance. As he looked back, though, there was something hauntingly familiar about these guys, their numbers and uniform appearance. He saw that more of them surrounded a particular, large airliner at the far end of the base. A bunch of panthers in uniform... the image flashed in his his mind, bright and temporary as a flash from a camera, of fending off Louie's Place from a horde of corporate soldiers who looked just like them. That made Baloo suddenly take a second, better look at the plane they were guarding.

 _Shere Khan? Nah, couldn't be..._

He shrugged away that thought and went back to a matter much more important: "Hey! I'll have ya know, I can hide like the best of 'em, missy."

"Sure, behind a _refrigerator_ , maybe."

"Holy mackerel, who put _them_ in charge, anyway? Who _are_ they?"

"They put _themselves_ in charge, after Cap left with all the planes."

"Well where'd he go?"

"Oh, you mean the big mission that's _too dangerou_ s for me to go with? He _ordered_ me to stay behind and babysit the old man. Like, _ordered_ ordered. Can you believe that junk?"

Believe? There was little and less left for Baloo to believe about anything that was going on. "Well _who's_ the old man, then?"

"The old man's the _old man_ , him and his doctor and his goons out there. He's too sick to fly right now, I guess, so they're all hangin' around, bossin' everyone around, just takin' over everything. Everyone else is just here to keep the lights until everyone comes back. No one's gonna listen to you unless Cap tells 'em to."

Marty led him into the cavern entrance, through the largely empty living areas of the Red Wolf crew, and to the scaffolding that ascended straight up to mountain caverns above. Baloo groaned, looking up at it. "Aw, way up there, again? What for?"

"Maps, dumbbell. C'mon." She started up the steps immediately, with a spring-like energy that made Baloo tired just by watching it. "We gotta hurry if we're gonna catch up."

"Oh, boy." Baloo trudged onward and upward, her slight and fast steps echoed by his slower and heavier stomps. "Wait, who's we? Thought you got _orders_."

She turned back and grinned. "Yeah, that was before you _begged_ me to help you find the Cap, how you said a whole bunch of lives would be in danger if I didn't personally go with you. What choice did I have? It's what Cap calls _circum-ventuating happenstances_."

"But I never said ―"

"Better get your story straight, chump. I want _in_ on this heist. You're gonna get me there."

"Dagnabbit," panted Baloo. The timber stairs creaked underneath him. He had just made it halfway up, and had to pause for a break. The kid was already at the top, apparent from the sound of her running had halted. No time to waste, he pushed himself on, and up. "Know what, I don't care. Just get me there one way or the other. Phew!"

He found her waiting for him at the top of the scaffold, chewing her gum and rubbing her hands together. "Cool, now we're talkin'! So, then, give. What makes you really think Cloudkicker's on his way?"

Baloo had to catch his breath, and clenched his hand over his chest. He swallowed before speaking. "Does it matter?"

"Nah, just as long as we're leavin' this joint." She walked away from him, snapping her fingers, an apparent gesture to order Baloo to follow her.

"You don't even believe me, do ya?"

"Pssh. Does it matter?"

"Yer a big mouth for a lil' girl, ya know it?"

She seemed to liked that remark, and took a moment to let him know, looking up at him with a cocked eyebrow and cocky, proud-to-be-a-brat smirk, and chewed her gum extra loud. "Yeah, an' whatcha gonna do about it?" She began to blow another pink bubble, taking some care and skill to make it as big as possible. Baloo realized she was blowing that bubble at him, so he waited until it was nice and big... then he popped it with his finger. The bubble exploded over her face, and covered her nose. She snorted and gagged, and spat out the gum. "Ugh! Hey, that was rude!"

Baloo blew on the tip of his bubble-breaking finger like it were a smoking pistol. "Don't mess with the pros, kid."

Marty grumbled uncouth words, but led him onward. They had entered the room where the ancient hearths and carved stone totems lined the long wall, the large map table in the middle of the floor, and radar screens permeating the entire space with a dull, green glow; the latter were being dutifully attested by three crewman. Their patched-up clothing and bored slouches made them seem anything but professionals at this task, and their gaze into the green light was rather trance-like. To be sure himself, Baloo rubbernecked to see their screens, watched as the beams scanned clockwise, and saw no blips.

"In here," Marty called to him. She had just entered into the adjoining room; Baloo followed. It was where he had first seen Karnage (in his current, aged state, that is), a living quarters furnished in a stark stone chamber. He desk by the window was covered in a mess of notes and blueprints, and a corkboard on the wall had pinned upon it a regional map with a very distinct black line drawn between two points; this is where Marty went. Baloo, however, happened his attention to a box on the bed, full of folded papers, with some of them unfolded and lying open on the purple down bedspread. They were letters, in Spanish, to one named Maria. The penmanship was immaculate, cursive in bold, black ink, thus it appeared the words were written with care, thought, and diligence, and at some point, fear or frustration, because the letters, about halfway through, were always scribbled over.

"Okay. So I've been hearin' Sylvania a lot lately," said Marty, pointing at the points on the map. "This is it, where they headed out. We're here, they're ― you listenin' or what?"

"What are these?" asked Baloo.

"Aw, just love letters. Cap writes 'em to some broad he likes. I kinda... check over his stuff for 'im, when he's not lookin'."

"You can read 'em?"

"Well, no. But you can tell it's all gushy stuff. He doesn't even finish 'em or send 'em, he just crosses everything out and stuffs 'em in the box." She looked over the one in Baloo's hand, and ran over the words with her fingers from the top to bottom. "See, it's all smoochy-smoochy lovey-dovey, then, I figure around these parts, where he gives up, he starts to worry. He won't say it, but everyone knows. He's scared Cloudkicker's gonna find out about her."

Baloo felt his gut cramp up instantly, and his knees weaken. _If Kit finds out...? Oh, no..._

"It'd be _adios_ , baby-cakes," added Marty.

Baloo had to sit down, and he did, on the edge of the bed. It seemed every time he recovered his senses from one blow, another came and hit him harder. The unfinished letter shook in his hand, his sight was too tear-blurred to make out any of the writing, and it wasn't as if he could read the language, anyway, but he could not take his eyes from it. Karnage, the lover, the protector, the hero... Kit, the feared, the killer... It was the realization of the finality of it all that made him teeter over backwards on the bed. He blinked at the stone ceiling.

"Karny's the good guy, Kit's the bad guy," he muttered.

"Well, duh."

"It's not s'posed to BE that way."

"Yeah, yeah. You wanna look at this map, or what?"

"He told me himself."

"Huh?"

"I dunno why I'm tellin' _you_ , but... Kit told me himself. This mornin'. That's how I know he's comin'."

"Kit...? Cloudkicker?"

"I guess I need _someone_ to believe me, 'cause I sure as Shinola believe him. An' all these people here, I think they're gonna die 'cause of me if I don't get 'em out. Kit's gonna... he's gonna.." He swallowed.

"Whoa. You _talked_ to him? What he like?"

"He's bad. He's... I know it sounds loopy, but he's not _him_."

"Well, I dunno," said Marty. "They fixed up a pretty good job of keepin' the place covered. We got camps spread out all over the place, with those big plane-shootin' machine guns they used in the War. Plus, they had you on radar _way_ before you got here. I was watchin'. Ya'd figure if Cloudkicker really knew about the place, we'd see 'im comin' already."

Baloo sat up, but it seemed the earth had tripled its gravity and held him down to a crunched slouch. His heart was starting to pound. He was feeling a certain type of adrenaline, waking up to a renewed sense of vigor, or whatever you felt when you were ready to run into a burning building to save someone dear. He stood up quickly, with an air of decisiveness; even Marty was taken aback by how tall he suddenly seemed.

"That Doctor Who's-it and his time machine, they still with Karny?"

"Yeah." The girl made a disgusted face. " _They_ got to go, I didn't."

Baloo ripped the map form its pins on the corkboard. "Then we gotta pull chocks an' catch up to 'em on the double," he said. "I don't care _what_ it takes, don't care who doesn't like it, I'm gonna help 'em get that dad-blasted machine fixed, an' I'm goin' back. I'm goin' back for Lil' Britches, an' if anyone gets in my way, they're gonna get _run over_."

"Wow," drawled Marty. "Lookit you. Ya ready or what?"

"Time to high-tail in high gear," nodded Baloo.

* * *

What Marty had said was true; the _Sea Duck_ was on radar and, along with the scout plane, was the only blip on the radar to show since the Red Wolf fleet departed.

But, the thing about radar is, it can be evaded by a plane flying low enough. A pilot who was careful and patient, who had a small, quiet plane, who knew how to blend in the horizon and follow from a distance, could have followed the Sea Duck and the scout plane all the way to their destination in total stealth.

Such was the task of the Shadow, a special operator within Cloudkicker's fleet. Not even Cloudkicker knew his real name, but the skunk and his little black wonder-plane were infamous within certain nefarious circles, an infamy gained by word of his aerial espionage during the second War, where he collected and stole secrets from all sides of the conflict and sold to the highest bidder.

His plane was landed on a discreet plateau overlooking the hidden Red Wolf facility, on skis in the snow instead of wheels (switching between the two was just one of the plane's tricks). When he climbed out of the cockpit, toes scrunching freshly fallen snow, first thing was first: he pushed a practically invisible button on the plane's wing, and from a small hatch there was dispensed a thermos of hot cider. Pressing another button, another compartment opened on the side of the plane; from this he took a folding lawn chair and brought it around to where he had the best view of the base, and more importantly the base's radio antennae that were (attempted to be) hidden in the tall treeline. The chair had a little table on its right arm, where he set the thermos. He yawned and stretched ― it was getting late after all ― and meandered back to the plane, where he pressed another button, and a long antenna and communication dish sprang up from the top of the plane; the latter began rotating, and ultimately signaling to _Iron Cloud_. At the last button he pressed, a metal cylinder longer than he was tall dropped from the belly of the plane. This he dragged in the snow, to his lawn chair, held it on his shoulder, flipped a switch on its side, and an otherwise unremarkable cylinder transformed with pieces flipping out of its surface: it grew a tripod, a scope, a handle and trigger, and the front portion fell off, revealing the head of a rocket grenade. He aimed it at the radio antennae, where after one good shot the base would have no means of calling out for help. But, not to tip them off too soon... _Iron Cloud_ would signal the time.

Until then, he reclined in the lawn chair and sipped on hot cider.


	12. Chapter 12

**Chapter 12**

Rebecca Cunningham pulled over her car in front of Cape Suzette High School, behind a police car. An ambulance had just pulled away, about to round the corner, bound for the hospital with its siren blaring. She felt sick to her stomach. No one had to tell her whom that ambulance was for: _The other kid._

She was angry, frustrated, and a little bit afraid. This was not the first time she had been called in to school after a fight; somehow, though, she was convinced that this would be the last.

 _One thing at a time,_ she thought. That was a businessperson's way of thinking, clear and thorough. It took a great deal of mental resolution for her to step out of the car, up the walkway and into the building with calm composure. The hallway was quiet, classes had resumed with an air of normalcy, but she did not walk far before a tell-tale sign of the chaos that had erupted moments before: a janitor was mopping blood from the waxed tile floor.

A canine police officer stood in front of the lobby entrance of the principal's office, Officer Braunski. Rebecca took that as a small conform, for her participation in local charity and civic events she was already antiquated with him. Once, shortly after a previous school scuffle, he had stopped by the apartment and gave Kit a well-meant talk about life choices and long lasting consequences. She appreciated the gesture, and had been proud of Kit for listening politely, but in the end, after the thank yous and the pleasantries, she knew the officer was thinking of him as just another young teenager acting out. Kit came from a background where he was well learned of consequences; he just wasn't afraid of them.

"Kit's fine," the officer told her, first thing, as means of consolation. She didn't know she looked like she needed the consolation, but he even put his arm out to block her before she could go through. "Hey. Before you go in there, take a breath."

She did. She thanked him and entered the lobby. _One thing at a time._

Kit looked up at her from a wooden bench by the principal's office door, his shirt was blood stained, ripped down the collar, and his hair damp with sweat and dangling over his brow in needle-like clumps. "Hey," he said. He was alone in the room, with his hands clamped behind his back.

"Are you okay," she asked, without an upward inflection. She realized guiltily how cold and void of emotion she sounded, like a routine question checked off a list, but it was the only way she was going to deal with this right now without losing her mind. The principal was already losing his, for she could see his animated shadow against the frosted glass door, and hear his frantic voice as he yelled into the telephone.

Kit nodded at her, and shrugged ruefully. "The cuffs kinda hurt."

Rebecca turned to Officer Braunski, and spoke aside as if Kit couldn't hear her. "You put him in handcuffs? He's _fifteen_."

The officer gave her a look that read, _damn right I put him in handcuffs._ His words were more politic. "We should talk for a minute."

She followed him out into the hallway, but not before turning back to Kit and issuing a warning: "Don't you move."

Kit adjusted himself in his seat uncomfortably. "Yeah, I think that's the plan, here."

In the hall, Officer Braunski led Rebecca out of Kit's earshot and to a trophy display case, full of small, brass cups and miniature athletic figurines glistening with phony gilded glory. There within was a photograph of the year's football team, and he pointed to a tall, burly rhino on the left side wearing jersey number 00. "This is the other kid," he said. "Jules Pike. He's eighteen, twice Kit's size, and known as an all around bully, and his father sits on the city council. Just before last period, with everyone out here swapping their books out of their lockers, he was picking on a Freshman for, well, being fat, shoving and name-calling and all that. There were dozens of witnesses, all with the same story, so I'm not unclear about how it all unfolded." He jerked his thumb toward the lobby. "Kit stood up for the Freshman, started taking the heat for him, took a few insults about his leg, and then it went to fisticuffs. If circumstances were a little different, it'd almost be commendable. This time, though, it got out of hand. As we speak, the principal's calling for a psychologist to to get down here for emergency counseling."

"For... Kit?"

"No. For all the kids who saw Kit beat this guy into a pulp."

Rebecca had to catch her breath. "Oh, my..."

"On that note, has he _ever_ been, you know, evaluated?" The officer was gesturing at his cranium.

"Of course not," said Rebecca, instantly offended. "I know he's had a few fights, but―"

"Five," corrected the officer.

"All right, five," scowled Rebecca. "But he's never started a single one. He's _not_ the bad guy here."

"Listen, I mean this in the most helpful way as possible. Five fights isn't a coincidence. Even if he was provoked, he's obviously lashing out. I've seen it before. He's angry at someone or some _thing_. I don't mean angry like someone just spat in his cornflakes, but _angry_ angry, that deep down kind. I think it's bottled up, and this afternoon was a demonstration of what can happen when he lets loose with it. If he doesn't learn how to deal with it, we're going to have a real problem on our hands. Pike's _hurt_. Not only did Kit knock him out, he kept wailing on him afterward, smashing his fists in the guy's head while he was out cold. He had to be pulled away by three teachers, who are scared stiff right now to have him in their classrooms. The parents want charges pressed. He's looking at aggravated battery, a felony. I'm sorry, Rebecca. I did everything I could. This one has to go to a judge. You should look up a lawyer." He proffered a folded piece of paper that he had just taken from his coat pocket, a citation to appear in court. She swiped it from his fingers, cursing under her breath, and wiped away tears with the back of her hand.

"I suppose I should sit down with the principal," she said. It was a glaring understatement, but the police officer would never know how much she was struggling to keep her head above water through this tidal wave. _One thing at a time..._

"I'll go with. I'll recommend that he stays in school, with me keeping an eye on him."

Upon entering the lobby, they found Kit absently toying with his _un_ -cuffed handcuffs on his lap, clicking the ratchet. He sat up, acting surprised at their surprise. "What? Oh, the cuffs. They were on too tight."

* * *

Rebecca stormed out of the high school's front door, with her ward in tow, quite literally.

"Ow ow ow!" yelped Kit. "Not the ear! Too old for the ear!"

"I don't want to hear it," grumbled Rebecca, and just for that remark, she gave it an extra twist.

"Ow! Jeez!"

Down the walkway they went like that to the car, where a short, fat bear with round face and glasses waited for them, a backpack strung over his shoulders; this kid, just younger than Kit, had a look of perpetual timidness, and it was obvious he was welling up some courage just to speak. "Kit?"

" _Please_ let go for a second?" pleaded Kit. Rebecca did, and he took to messaging his ear instantly to get some of the circulation back. "Hey, Bobby. Get your lunch money back?"

"Yes." The kid's hands were trembling as they clasped the straps of his backpack. "I just wanted to say... you see, n-no one's ever stuck up for me, and... I..." He was about to cry.

"Aw, don't mention it," said Kit, offering him a smile, weak and tired as it was. Rebecca cleared her throat loudly, and opened the passenger door. "I gotta go. I'll see ya later, 'kay?"

The kid nodded and stepped back, watching with puffy eyes how Rebecca slammed the car door shut the instant Kit was inside. She wasted no time getting into the driver's seat, starting the car, and pulling away.

She said nothing for the first two blocks, though noticed Kit make several sidelong glances at her while waiting for the inevitable lectures.

"How much trouble am I in?" he quietly ventured to ask.

"With _me_ or the police?"

He winced and looked away out the window. "Which one's worse?"

"Honestly, I don't know yet."

Her fingers thrummed against the steering wheel. Sometime after another block past by in silence, she heard him sniffle.

"I was stickin' up for someone," Kit mumbled. "Someone who couldn't stick up for himself. Bobby was gettin' tormented. I had to _do_ something. Then Jules shoved me and called me a gimp. He does it to me all the time, and I've been tryin' to ignore it. But all he does is bully other kids, makes 'em feel miserable and scared. I couldn't stand it anymore."

"You sent a boy to the hospital."

"Boy? He's a _senior_. Captain of jock-itch team."

"He's going to need _stitches_ , and God knows what else."

Kit made a scoffing nose. "The drinking fountain did that. I just... kinda guided his face in its direction."

That did it. Rebecca had to lash out... she chose the brake pedal, smiting it under her heel. The car squealed to a stop. Kit, surprised and suddenly quite afraid of her, scooted to the far edge of the seat as she turned toward him, but it was only so she could pull something out of her purse to show him. The citation. "Is this funny to you? What do you think _this_ is?"

Kit regarded the citation incredulously as he read it over. When his disbelieve faded, anger replaced it. " _That's_ what happens when you try to do the right thing. They make you out for the bad guy. Then everyone forgets about the _real_ bad guys."

 _Like they forgot about what Karnage did to Baloo_ , Rebecca thought, knowing his meaning. "Oh, no you don't. I won't let you turn this into anything other than what it is. This is _you_ getting into another fight, and you know better. There are ways to deal with bullies that don't involve your fists." She took her foot off the brake and resumed driving, shaking her head. "I have to meet with your principal and the school board before they let you back in. Don't you realize you could be expelled for this?"

"Gee. That'd break my heart."

"You're going to wind up in _reform school_."

"Wanna bet?"

"Kit!"

"Look, I'm _sorry_ , okay?"

" _Sorry_ doesn't just fix everything. You're grounded. Don't you even _think_ about gallivanting off to the airfield anytime soon."

She received a dirty look for that. "Yeah, whatever. I'm not sorry for what I did. I'm only sorry you hafta get dragged into it."

"I'm not getting dragged in to anything," she said. "We're in this together. It's what families do. And keep this in mind, most people don't get to choose their family." Rebecca braked the car to a gentle stop at a red light. As other cars motored over the cross street, she glanced at Kit, seeing him sullen and quiet, maybe reflective, as he looked over the red scratches on his knuckles. "I'm trying, Kit, but I don't know what to do with you sometimes. Sometimes, I think you're your own worst enemy."

* * *

Late that night, Rebecca was sitting at the kitchen table, waiting for her kettle to boil. Molly was in the living room, drawing and coloring. The radio was on, though no one was really listening, but no one minded the background noise after a day like today. It was one of those game show quizzes, low enough on volume that the voices weren't intelligible, though you could make out the audience erupting in laughter every other minute.

Three words kept crossing her mind: Felony. Judge. Expelled. Worst of all, she thought, was that she seemed to be the only one worried. Could Kit really care so little about having no diploma and a criminal record? If she couldn't convince him otherwise now, how could she ever?

She heard giggling out front. Molly. It was out of sync with the radio laughter, which meant she had company. Kit was supposed to be in his room. She stood from her chair, ready to lay down the law, but halfway across the kitchen, listening to Molly laugh, she was compelled to stop. A thought occurred to her as she peered into the living room.

Molly was on the sofa, and Kit knelt beside her. He was showing her how to make paper airplanes out of her drawing paper, and several had already been launched across the room. At that moment, they both had their own in hand, and threw them at the same time in a race. Kit's started to twirl away almost immediately, and he lunged out with his hands on the floor, blowing frantically as if to keep his plane aloft. Molly was in tears trying to keep her laughter quiet enough that her mom wouldn't hear.

Yes, thought Rebecca, there were things he cared the world about. Hope was hardly lost.

The kettle whistled, and she went to turn off the stove and pour herself a cup. While she waited for the teabag to seep, she resolved to make a decision on a matter she had thought of for quite a while. And, it was time to break up the party.

She put on her _stern_ face as she walked into the living room. They looked at her like two deer stunned in the glare of oncoming headlights.

"Uh-oh, the warden's back," said Kit, ducking behind the arm of the couch. "Gotta go back to my cell." He poked his head out just enough to reach Molly's ear, and whispered loudly, "Sneak me in some cookies!" Molly grinned, but covered her mouth with her hand when she realized it might not be okay to do so.

Rebecca crossed her arms, and gave him _the eye_. "Are you trying to be funny?"

"Well... I don't know, but did ya hear about the bicycle that fell over? Seems it was two tired." He ducked behind the couch again, showing only from the eyes up, blinking at her.

"That was awful," said Rebecca.

Kit feigned an insulted expression, then stood up, making a show of smoothing down his pajama top as if about to go on stage. "Okay, here's my best one. Ready? _Ahem_. How to space aliens organize a trip to earth?"

"Kit..."

"They _planet_." His face was deadpan.

It was his expression that did it, really; she had to look away, or she _was_ going to laugh. "Come in here," she told him, holding open the swinging door. "I want to talk to you."

Kit and Molly exchanged apprehensive glances. As he hobbled by the couch, he winked at her and whispered aside, "Parole hearing."

"I heard that," said Rebecca. His head was ducked as he past her through the doorway. They sat down at the kitchen table, Rebecca sipping from her cup.

"Listen," she said, "I've been thinking. Not just about what happened today, but about a lot of things lately. For instance, you'll be eligible for your pilot's license in a couple years."

Kit sighed. "Four hundred and thirty-six days."

"But who's counting. You'll have to stay out of trouble in order to stay eligible. And then stay out of trouble to keep it."

Slouched over the table, Kit's chin fell into his hands. "I know. Believe me, I know."

"You also know that it's entirely within your power, don't you?"

He nodded, sheepishly agreeing.

"But maybe it doesn't always seem so easy. I've been there. The worst was juggling college while taking care of a baby. Oh, I wanted to give up, Kit. I got so tired of people talking down to me, telling me what I should do. But I wanted to own a business since I was a little girl. It didn't matter what kind of business, really, but something I could call mine. It was my dream, and the only thing scarier to me than not always knowing if I was going to be able to feed my baby was thinking, if I ever let go of that dream, I'd never be able to get it back. I suppose what got me through that, was I kept picturing it all in my head: _my_ office, _my_ telephone, _my_ employees. It was my goal, and ever day I thought about it. I think it's important we have goals, something that one day you'll have in your hands and you'll _know_ you've made it."

She was peering into her tea, dunking the teabag string over the side of her cup. Even though Kit's head was down by then, she trusted he was listening. "So, I'm going to make you a deal. If you get your license, keep it in good standing, _and_ bring me a high school diploma..."

His head perked up. "Yeah?"

"I'll give you the keys to the _Sea Duck_."

He smiled, warmly. "You'll get me my own keys?"

"No, I'll give you _the_ keys. The plane comes with, silly."

Kit's smile faded. Very visibly, he swallowed a lump in his throat. "Y-you're giving _me_ the... really?"

" _If_ ," said Rebecca.

"But what about Higher for Hire?"

"Well, I've been thinking, and by then I should have enough put away to buy a brand new plane. You've been telling me all about how much more efficient the new ones are nowadays. I've been listening."

"Wow," breathed Kit. "I don't know what to say." But then his face became fiercely dark. "Wait a minute, what about him? He thinks the _Sea Duck_ is his. You think he's not gonna make a grab for it?"

"Ugh, don't start," groaned Rebecca. "Bill's just an employee. It's my plane. He'll fly what I tell him to fly."

"Aw, c'mon, he thinks the _Sea Duck_ is his, and he always talks you in to whatever he wants. Just an employee? That you go on _dates_ with? Everyone sees what's goin' on."

"How could _you_ see anything? You're never there anymore. And they're not dates, they're ― ugh! He's just an employee. Why are we even talking about it? Honestly, I thought you'd be happier to hear my decision."

Happy, however, was the least Kit was showing. Rebecca could not figure out where this conversation went wrong. The kid's eyebrows were knitting, and it was plain that an emotion was welling inside him but being choked back. "Was Baloo?" he asked, at length. "Just an employee?"

She felt that question wound. "Of course not. Baloo was my dear friend. And you... you're family. So was he, even if I realized it too late." She reached out and put her hand over his. "I _want_ you to have the _Sea Duck_ , Kit. It should be yours. But it's not. You'll have to earn it. Understand?"

He nodded, suppressing a sniffle.

"Good. Now back to your cell, inmate. Parole denied. You should have plenty of time to work on those awful jokes."

Her attempt at a bit of lightheartedness fell embarrassingly flat, but she knew, seeing his face as he took all of what she said in, she had reached him. Silently, he stood up, pushing on the table for support, but was hesitant to walk away. Words were on his lips, on the tip of his tongue, but he was having a difficult time bringing them to voice. He glanced around the floor, around the table, as if looking for cue cards to help him remember his lines.

"Not 'cause of the plane," he said, "but... I won't let you down." He made for a hasty exit out of the kitchen, obviously flustered.

"Kit," said Rebecca, stopping him just before he swung open the door, "There's not a doubt in my mind."

* * *

That promise to Miz Cunningham seemed like so many nightmares ago. Nightmares dreamed and nightmares lived. His failure to keep it was on his mind when he stole out of Cape Suzette. It was on his mind every day in the Houn prison. It was on his mind when he palmed her note ― ' _Please_ _, talk to me'_ ― and crumpled it away. He carried that failure with him when he visited her grave on her birthday, which also brought to mind the other promise he failed to keep: to always look out for her.

It only took one scumbag to see to that. He always had a gut feeling about Bill. Sometimes, they would get him to second guess himself, saying he was only angry because Bill was replacing Baloo's job. That _was_ true, but no... he could never articulate it, but something about him stank. Miz Cunningham was happy with him, though, so he cut him some slack. That was a lesson learned; when you had that much of a dangerous instinct about someone, snap their neck quick and get it over with. Rebecca would have loathed him for it, but she would loath him while still being alive.

He caught up with Bill, too late to correct that mistake. Molly scorned him for what he did, but she didn't know, and she never would as far as he could help it; he gave up justifying himself a long time ago. What would Molly think if she knew how Bill blubbered a confession to him, saying how much he wanted the _Sea Duck_ and longed for his own independence back, how he never planned any of what happened, but, Rebecca standing there at the edge of a dark precipice, he lost control of his own actions. He thanked Bill for his honesty, then killed him swiftly with _Doomshot_.

Had Molly known the truth, she would have blamed herself for trusting the scumbag all those years. It would have been a burden she did not need to carry. He carried it for her.

He had learned a lot from Rebecca about running a business, and applied these lessons on a grand sky piracy scheme, things his old mentor Don Karnage was short-sighted on. He put together a business plan and laid out the infrastructure to support it. He didn't stop and pilots, airships, and planes; under his payroll he had dedicated custodians and mechanics, brokers and accountants, engineers, scientist, doctors, and cooks. He struck straightforward deals and had the people in place to keep track of them: you could sign up with Cloudkicker or one of the subordinate pirate clans for three to five year stints; you got paid out well at the end; you could re-sign afterward, and the longer you worked, the more you got paid. It was a plan that worked out well, and he was never short of capable people.

Now, from the bridge of _Iron Cloud_ , he had the entire world at his feet. As he stood there in front of the helm, leaning on the railing before the airship's great front windows, he considered how far he had come. His flying throne soared over oceans and mountains, his kingdom went on forever, for his was the sky, beyond all the petty borders drawn in dirt that politicians sent men to war over.

When he was a kid, he could only dream about flying. Sometimes, he wished he still could. Those dreams, he sometimes longed for them again, as when he was a hungry, young vagabond tucked away hidden in a hangar, or going to sleep at Higher for Hire with the last thing on his mind being the model airplanes hung from the ceiling over his bed. Those were good dreams, something he could wish for, and inspired him to hope.

His dreams now were something different. For years, he had this reoccurring one, where Baloo was suddenly _there again_ as if nothing ever happened. He was a kid again in those dreams. They were _going home_ again in those dreams. But he loathed that one, for somewhere in that brief fantasy he would always become lucid enough to where he knew Baloo would never come back, there was no going back, no going home; the wound would sting anew, the cruelty of his murder, the robbery of his love and laughter. He would wake up weepy, every time.

That brought him to one singular fantasy to look forward to. He had seen it so many times now, the dissipation of one's soul, leaving a bleeding, limp corpse behind, but what he wanted, what he longed for, was to see it from Don Karnage.

The thought raised his pulse in an uncomfortable way, and that was brand new, this feeling of uneasiness when he daydreamed the impending fate of that worthless crook. In his pursuit of justice against Karnage, he didn't start with wanting him dead, certainly didn't want to do it himself, but time had festered the wound. He was hardly oblivious to that his hatred toward Karnage had grown blind and reckless, but beyond every harm Karnage had ever done to him personally, the lingering obsession with permanently wiping the wolf's smug grin from the face of the earth was because of Baloo's murder. All of his work, this kingdom of sky, had its foundation built on his seething anger for what Karnage did to Baloo. Now, come to find out, that tragedy had only happened in his imagination. Where would he really be today if he had known?

Maybe here, exactly where he was. Maybe not. A little late now to second guess.

"Tanks are topped," Maul announced from the helm. Part of _Iron Cloud_ 's daily operation was the frequent reception of large, tanker aircraft that kept its massive fuel reservoirs filled. Many more had been called in today, and more yet had been sent ahead their planned route to meet them halfway. _Iron_ _Cloud_ could fly for days without a refuel when its reservoirs were full, but only hours when they used the turbojets. Today, they were going to use them. "On your word, boss."

"Light 'em," he replied.

Those two words spoken, and those manning stations on the bridge strapped themselves into their seats. Klaxons rang throughout the halls, warning the rest. The helmsman, seated before a semi-circular console with an understated flight yoke that maneuvered this entire iron giant, engaged a sequence of buttons and levers with cool, practiced sequence. Various gauges around him had their needles jump. At the turn of one particular lever, and even greater lever rose from the floor with a hydraulic hiss; this one he put his right hand over, and with his left held onto the wheel. He was bracing himself as he cranked the large lever forward.

It started with a _boom, boom, boom_ , the ignition. From there it was an omnipresent growl, and one could feel the floor lurch forward. The growl expanded into a roar, muffled by all of the iron plating, but heard nonetheless, and felt, a quaking crescendo of immense combustion. Cloudkicker gripped the railing, an ear absently cocked back to Maul reporting the speed while watching the gauge tick up, starting at _one hundred._

He couldn't help but smirk. How many onlooking spies just wet themselves in their hidden little nooks, seeing the spouts of flame and smoke erupting from this leviathan's jets?

 _One fifty..._

Specks of cloud, just moments ago miles away, collided with the bridge and disappeared. The ocean below swept underneath with increasing velocity. A shoreline appeared on the horizon.

 _Two hundred..._

He would have liked to have felt the wind blow against him, like he did when he was a kid, cloud surfing. This was like trading in his airfoil for something a thousand times bigger.

 _Two fifty..._

The shoreline scrolled closer, faster.

Three _hundred..._

From the bridge, the wind scraping against the windows was now as loud as the engines. If you blinked, you would have missed the color of sand on the beach as the shoreline zipped away underneath.

 _Three fifty..._

Green valleys, winding rivers, and reaching mountaintops bowed under _Iron Cloud_ 's lead spotlights, whisking away out of sight almost as fast as they came to view. His jetplanes could move much faster than this, beyond the sound barrier. It wasn't only about speed in itself.

 _Four hundred..._

It was a thousand tons of rocketing holy hell tearing through the sky. And it was his.

He felt a hand on top of his on the railing, and someone was beside him. If it wasn't Em, 'someone' would have had broken teeth. He knew her touch, though, soft and careful. His hand slid from under hers and back over it. All the while, he wouldn't take his eyes from the horizon. If only it wasn't so dark, he wanted to savor the imagery of this voyage, all the way to its fateful destination. His focus was ultimately broken, though, by a peculiar distraction, the smell of lilacs.

"Perfume? Really?"

"Thought I'd get hussied up for the big fight," said Em. "Before I wind up with bits of someone's spleen in my hair, that is. Mind telling me what's going on with all these electric cables you're having drug around all over the place?"

She was speaking of the airship engineers he had put to work on a particular detail; they had been all over the ship, running cables on the inside and scaling the exterior to install extra loudspeakers.

"Guess I'm feeling inspired about seeing my ol' captain again," he said, grinning. "So, I'm a-givin' this one a personal touch. You'll see."

"Whatever. You might be pleased to know the latest from the Shadow. Your old friend just took off from the hideout like bat out of hell. Alone. Seems his warning fell upon deaf ears. There's no sign of any reaction from Karnage."

"Good," he replied, plainly enough; it was a slight concealment that the news was doubly good. He would still have the element of surprise, and Baloo would not be caught in the middle of it. After that _dead-to-me_ scene that was made in front of dozens of his crew and underling pirate captains, they might actually expect he wouldn't call Baloo off limits from harm. Now he wouldn't have to.

"When you turned him loose, I admit, I had my doubts. But you were right, he led us right to their doorstep."

"And _that's_ the curse of being a hero," said he. "Gotta do what's right, no matter how many people are gonna die 'cause of it."

"Well, if you want to know what direction he flew off, he headed―"

"I don't." The finality in his words was unquestionable.

"Aaaaall right, then," said Em, and in a quick change of the subject, "You might also be pleased to know that your _Avenger_ is all set, every little screw tightened, every bullet loaded."

The high maintenance time _Avenger_ required was perhaps a mixed blessing; if he had chased Baloo with it the other day, it would have been sunk with the others. He had more jet fighters on the way, but those things took time, and for now, _Avenger_ was the only one left of his feared jet squadrons. Until then, his pilots had to rely on the propeller-driven warplanes of yesteryear.

"Just promise me you'll be careful with it and won't scrape the paint," he replied.

"Beg your pardon?"

"I want you to take lead, go under radar and take point. They'll scramble their planes before _Cloud_ gets close. Shouldn't be too much to handle, just lock the place down until the ground raid arrives."

"What do you mean, me lead? You've been wanting this for years, and you're _not_ flying?"

"'Cause Karnage is a coward, and he'll expect me to fly. He'll be hiding under his bed."

"Then just what _will_ you do?"

"Like I said. Personal touch."

"You're going on the ground? We could just shell the place into oblivion, you know."

"No. I put him down once already, and celebrated too early. Didn't think anyone woulda survived when the _Vulture_ crashed. I'm not makin' that mistake again. I'm gonna squish this bug myself and make sure it's done. This one's not just for me, Em. He uses that time machine and we're all done for."

She slid out her hand and put it on top of his again. "Then you'll need someone else to fly point. If you're on the ground, so am I."

He should have expected as much. He was never going to shake her, and never wanted to. He loved her face, her wit, her courage, but most of all her loyalty. His nose was drawn to her, and that sweet scent of lilacs. She met his nose with hers.

"And, you're full of it," she said. "This _is_ just for you. You're not thinking of it that way, but I am. _Maul_ is. If not for you, he'd be chained up in a cell, rotting away for the rest of his life. If not for you, I'd be filing dockets. Not everyone follows you because they're cowed. Look at all of your killer pilots, they practically fawn over you. You've shown people what they're made of. You took them when they were worthless and made them part of something larger than life. You've wanted Karnage dead for years, but you put it aside, and made your priorities on what was best for the whole operation. You've waited long enough. You _deserve_ this. So mark my words, Kit Cloudkicker. What we're going to do tonight, it _is_ just for you."

* * *

Show time.

 _Iron Cloud_ moved in alone. The other pirate airships, having taken a head start during the hours their flagship refueled and prepared, fell in with their attack planes to predesignated areas, forming a perimeter miles wide. Their job was to fence off any aircraft attempting to escape.

Around twenty miles from the Shadow's signal, sporadic gunfire erupted from anti-aircraft cannon emplacements, Karnage's first line of defense. _Iron Cloud_ shrugged off the shells with impunity, while the cannons from which it replied left craters in the earth. No doubt by then the base had its warning of inevitable attack and would scramble planes, but the Shadow had already knocked out their communication antennas, ensuring nothing beyond the range of a two-way radio was going to get out. Upon Cloudkicker's go-ahead, his warbirds were released ― _all_ of them, save for Cloudkicker's personal collection. Sixty armed aircraft sped ahead, from the light and nimble dogfighters to heavy gunships.

Fire from hidden anti-aircraft cannons became concentrated, bright fiery tracers darting upward from the cover of pine tree clusters. The warbirds strafed the forest with their guns blazing and bombs dropping, and also dropped a trail of slow-falling flares. What the planes may have missed, _Iron Cloud'_ s turrets took care of, obliterating great patches of forest with each booming shot.

The Red Wolf base sent out a squadron of five planes, which were quickly overwhelmed. Another four planes soon followed, but they were mowed down only seconds after lifting off from the gate of the hidden runway. _Iron Cloud_ 's warbirds swarmed the sky, circling, eager for more, but more never came.

From yet a mile away, _Iron Cloud_ blasted the area with cannons, and half of the great dome of the hidden hideout collapsed, revealing from within the flashing light of red klaxons in alarm, and in glimpses shadows of running, panicked Red Wolf crew. More flares were dropped, turning the dark of night over the base into hellish, burning twilight.

Cloudkicker donned his ammunition bandolier over his shoulder, and had loaded _Doomshot_ fully. In the main hangar, the bomb bay doors were open, lined with a dozen winches and lowered ropes. He watched over the edge of the doors, joined by Em and Maul, until the ship hovered to a halt over the breached dome. The ropes lowered, and he jumped onto one. His feet were the first to touch the ground. Em started popping off her right pistol while still sliding down, and Maul, roaring, swung on his rope, swinging his mighty club, leaping headlong into the middle of fleeing Red Wolf associates.

Gunfire exchanges ensued immediately. Those on Karnage's side took to cover wherever they could, and many to what would seem as predesignated posts in the event of an attack, firing automatic rifles from scaffolding around the perimeter of the base, from the windows of hangars, and uncovered trap doors and trenches. Dozens more scaled down from _Iron Cloud_ , taking cover behind crates and large chunks of debris fallen from the dome and its forest cover, the latter type which Cloudkicker and Em ducked behind. He could have cared less for the bullets whizzing by his head, instead his thoughts were struck on the peculiar absence of the _Iron Vulture_ , for Don Karnage was never far from his airship. The great water reservoir, he was certain, was where the _Vulture_ anchored.

"Join in any time, sweetheart," hollered Em over her right shoulder, stretching her arms over the pile of debris made of a pine tree, dirt, rock, and metal meshwork. "What the... are you _pouting?_ "

Yes he was, damn it, sitting flat on his butt, slouching, back against the debris, and _Doomshot_ laying morosely in his lap. "He's not even here!"

"Will you pay attention!" Em shouted.

Oh, but he _was_ , he thought. He had the entire immediate battle layout in his head, the positions of friend and foe alike. For instance, he didn't have to look right at Em to see that she had jerked to her left, firing off rounds at a sentry who tried to flank them. It was _her_ that didn't notice the other guy, coming at them from their right. He saw him out of the corner of his eye, taking a daring run toward them, flashing a blade in hand. He didn't move, kept still as a steel trap. He had been in too many firefights to think much of some shabby, Karnage-worshiping freak running at him with a knife.

Em had just finished taking care of the left, but when she at last turned around, the would-be assassin was sprinting to a leap, and made a mortal lunge. "Kit!" she screamed.

 _Doomshot_ sprang forth, upward, its three blades impaling the attacker through the chest. Cloudkicker had not even bothered to turn his head, but merely vaulted the body up and over, dropping it at his feet, and yanked his weapon free.

"I guess the show must go on," he said, sighing.

"The show...?"

He pointed across the way to one of his raiders who was ducked behind a crate; this one had a backpack-mounted portable radio, and, at his commander's signal, called something in to _Iron Cloud_ above.

Music started playing from the sky, noticeably scratchy, obviously from a phonograph, and blaring through the power of loudspeakers. The gunfire within the base came to a sudden lull, and everyone looked up. A tropical beat, conga drums and trumpets. The tune was a classic, instantly recognizable, sung by many a free-spirited pilot over the decades: _I'm Gone._

Em was gawking at him incredulously, as she finally realized what he meant by a 'personal touch.' "Is _this_ really happening?"

"I thought you liked my singing," he said. With a pull to tighten the top strap of his leg brace, he rolled onto his right knee, ready to spring. His game face was on. "Cover me."

"Cover fire!" cried Em. The raiding crew, seeing their commander fearlessly march into the open, fell in behind him, and blanketed the air with bullets. He had _Doomshot_ rested over his shoulder, and sauntered into the fight with such casual grace, his chest puffed as if to offer his foes a free bullseye. The Red Wolf goons, poking their heads out of cover, were all focused on him, trying desperately to get even a pot shot his way, but the overwhelming gunfire kept them subdued.

The gunfire was deafening, but the blaring music still plainly heard. When the time came within the song where the singing would begin, Cloudkicker raised his weapon, inhaled deeply, and belted out his own, personalized lyrics, while he and _Doomshot_ demonstrated an improvised choreography of bloodshed. It went like this:

 _Ohhh...!_

 _When Karny's goons come around_

 _I blast 'em from the sky_ [ _Doomshot_ obliterates a crate and the sentry hiding behind it]

 _Bullets shootin', planes a-crashin'_

 _And, man, they're gonna die!_ [His next shot hits the base of a scaffold, several guards fall. His crew finishes them]

 _Now I'm not one to mess around_

 _When makin' Karnage dead_ [they jump out at him, desperate but unorganized. _Doomshot_ claims one, two, three more, in three fast, subsequent shots]

 _So see ya, bitches, MY TRIGGER FINGER ITCHES,_

 _Gonna pump ya full of lead!_

[He turns his attention to where his foes have taken cover inside the salvage of a cargo plane with no propellers on its wings and no glass on the windows, from whence they are shooting at him]

 _You're gone!_ [his shot strikes one of the windows, just as a sentry is peering out; the scream was piercing.]

 _Yeah, you're gonna die!_

 _You're gone!_ [ _Doomshot_ strikes again at the base of the wing, igniting the fuel line. The fire spreads quickly, and, as the panicked defenders flee...]

 _Kiss your tail goodbye!_ [… they are mowed down by unmerciful gunfire, until the plane is nearly disintegrated]

 _Don't trouble me with trouble, man, you're gone!_

The swinging music continued from the sky, merrily and oblivious to the bloodbath below. Bodies were flying through the air upon bone-breaking cracks as Maul swung his club. The gorilla was an unstoppable force all unto his own; sometimes he appeared to be running along the walls as he leaped from one victim to the next. Some others wielded flamethrowers and took to those of the Red Wolf crew taking cover in the deeper stretches of the caverns. The resistance was thinning fast, but not quite over. A commotion from the raiders erupted over a large, black plane that had just turned its four engines on. "Big one makin' a run for it!" one shouted.

"Someone special on that bird," grinned Cloudkicker, reloading his gun with the shells from his bandolier. "Just in time for the second verse."

He eyed three ducking in a trench that had been previously covered by a grate, noting they were armed with rifles but in a hurried, fumbling state of reloading. In other words, completely helpless. He turned his head and whistled at Em, holding out his hand expectantly to catch something. She nodded and tossed him a grenade. A pull of the pin with his teeth, a few seconds to let it cook in his hand, a little lofty throw into the trench... three screams, a fiery explosion, but one had jumped out just in time, crawling, sobbing, lost and scared, but not quite aware of his whereabouts until his head poked against _Doomshot'_ s muzzle. The last thing he ever saw, as he looked up, was the grinning face of death, about to burst into song.

 _Welllll...!_

 _Me and this gun, have lots of fun_

 _We dig each others jive_ [the gunblast leaves little more than a red stain on the ground]

 _I aim and blast, it kills 'em fast_

 _And leaves no one alive!_

[He stands up straight, pacing quickly to the edge of the runway, singing this last bit with _feeling_ ]

 _And when I hear that gunshot BOOM_

 _It's music to my soul_

 _So run and hide, you're petrified_

 _Now LOOK WHO'S IN CONTROL_

[He wipes spittle from his lip, waiting for the plane to get closer, watching as his raiders pick off the last of Karnage's defenders, flinching with dramatics as his foes fall]

 _Ouch, you're gone!_

 _You're-a dead, Jed!_

 _So gone!_

 _Yikes! Up and died, Clyde! (And it looks like it hurt!)_

 _Don't trouble me with trouble, man_ ―

[He aims steadily at the nose wheel of the escaping plane. It's now the only thing left]

― _YOU'RE GONE!_

The music stopped, the shot hit its mark, the wheel blew apart. The plane's nose buckled onto the runway, screeching and spewing a wake of sparks. The sudden drop was drastic enough to bounce the wings, and the tips of the propellers, spinning full power, struck the ground and shattered. Streaks of scarred pavement followed behind the plane's tail, and it came to a dead halt merely yards from the end of the runway.

Maul landed on top of the plane, seemingly dropping out of thin air, and bashed the turrets to scrap with his club. Once that was done, he bashed away at everything else on the plane, denting the fuselage and smashing the windows. A din of panic shouted from within, and aimless bullets shot out the windows. Maul let out a bone-rattling roar, and those in the plane must have felt as ancient seafarers did when onset by a kraken. The gorilla stepped foot on top base of the wing, smashed his massive fist through one of the windows, and yanked out a head, the neck snapping. Maul leaped off to join his commander's side, leaving the panther's face bleeding down the side of the plane.

Cloudkicker skewered the handle of cockpit door with _Doomshot_ 's blades, and ripped the door open. The pilot was clearly dazed and terrified, struggling to free himself from his seat strap. "Wait! I give up!" he pleaded.

"I don't," was Cloudkicker's reply before _Doomshot_ blasted. It occurred to him, then, beginning more as an alarming intuition than a cognizant thought, the pilot was a panther, so was the guy bleeding out the plane. Who did he know that had an affinity for hiring panthers and could afford such an extravagant transport plane? Then he regarded the hideout itself, and felt a cold sensation down his back. Who built this place? Who's been empowering Karnage with all the tools to evade him all these years?

Em put her hand on his shoulder. "Babe? What's up?"

"Right under my nose, all this time," he said.

"Come again?"

His face twisted into a seething sneer. "Doesn't anybody just _stay dead_ anymore?" Huffing and growling, he climbed headlong into the cockpit, Em calling out after him. "First Karnage, then Baloo, _and_ _now_...!" He yelped in pain. They fired upon him as soon as he was visible via the door between the cockpit and the cabin, and one bullet struck its target, piercing him through the side of his left rib.

He collapsed on his right knee, felt his kneecap pop, then fell upon his side with his head sticking out of the side door.

Em grabbed him by the collar of his jacket and dragged him out. The saltiest of sailors had nothing on her vocabulary when she was angry, and she was downright raging at him for his recklessness. A funny thing about getting shot, he mused, you only seem to hear the shot that hits you out of all the rest, and that one was still ringing in his ears, muting all else. As he read Em's lips, though, he took particular notice on how talented she was with her alliteration with the letter F.

"Chew it up!" roared Maul to the crew, and they responded, one hundred percent, everyone that had a bullet left in his or her gun, firing away at the plane. The bullets, however, largely ricocheted off the plane's armored skin, leaving only a multitude of sharp little dents where they struck.

"Get 'em from the inside!" ordered Cloudkicker.

"You don't move," Em ordered _him_. He did a double-take at her, surprised; not so sure he was pleasantly surprised or not. She unhooked one of the three last grenade from her belt, and, while all the gunfire provided a distraction, slid on her stomach into the cockpit, and lobbed the grenade into the cabin, followed quickly by the last two. She slid back out just as stealthily. When the explosions occurred, whatever was left of the windows blew away and smoke spewed in their place.

 _Iron Cloud_ 's raiders had stopped shooting. There was silence from within the plane.

Grunting, Cloudkicker shoved his kneecap back into place, blood dripping down the side of his jacket. The shot had lanced through under his arm, nicked some rib bone with it, and burned like a mother. He used _Doomshot_ as a crutch to help him back to his feet, then glanced at the new hole in his jacket's side, not without a little bit of pride. "Well. That's seven."

"You might as well have shot yourself," scolded Em, returning to his side. "You need to get that taken care of, _now_."

He grinned at her, but it was not kindly. "Don't push your luck," he warned. She made a face at him and stepped aside, while he boarded the plane. The interior was dark and smokey, lights out completely, though a red light from a nearby evacuation alarm swept over the shattered windows along the cabin. The shapes of shadows strewn on the floor included bodies in (formerly) neat black suits, some still breathing but not for long, their weapons, spent bullet shells and destroyed furnishings. Cloudkicker stepped over all of the above, scanning keenly for one in particular, leaning and squinting to make out one dead or dying figure from another.

The tip of _Doomshot_ , probing ahead like a blind person's cane, struck the frame of an overturned wheelchair. A body lie next to it, apparently a doctor if to judge by the white coat, now more dark red than white, perforated by shrapnel from the grenade blast. Regarding the empty chair, Cloudkicker felt his neck turn to gooseflesh. He had been the hunter long enough to realize when he was the prey, and the shadows were watching him. Maybe it was his imagination then, but he could hear the breathing. Standing still, he waited.

The dark flash sprung from right in front of him, leaping and roaring. He braced _Doomshot_ , plunging its blades blindly but unerring into a chest cavity. That did not stop claws from wrapping around his neck, squeezing, digging, and cutting. In glimpses of light, the gaunt face of the tiger showed snarling at him with intense hatred, and did so even as the impaling blades hoisted him from his feet and suspended him like that; there could have been no doubt his wound was mortal, but with all the strength he had left, fueled only by his own longstanding rage, he engaged Cloudkicker in a silent duel of who would die first, a duel that was implicitly accepted when the other stayed from firing his weapon. The blades could not go any deeper, nor could the claws.

The tiger's face would not yield the satisfaction of acknowledging being stabbed through the chest, even though the blades were sticking out of his back, and even when his clawed grip began to falter; his face only shown of an undying wrath, a pure, burning hatred that transcended all earthly consequences for the lust of revenge. Cloudkicker _smiled_ at him, unnaturally, just to make sure gloating was the last thing he ever saw. In this, there was more being said than words would convey. He was savoring this finality, and the duel handily won, watching the life dim from Khan's eyes, until...

 _'Hey kid._ I _think you're the best.'_

The memory, the voice, the words, came out of nowhere. A ghost had whispered in his ear, and suddenly he regarded Khan's features, all of that seething rage, with _fear_. He was staring at his own reflection.

"Get out of my head," he blurted. An instantaneous moment of confusion glanced over the tiger's face, and then the trigger was pulled. Shere Khan dispersed against the cabin in ― mostly ― two halves.

It should have felt rewarding, he thought, but he felt nothing. Not even anger. Despite the darkness around him, his mind saw colorful grass, the ruins of an old airplane, Baloo leaning up against its rusted fuselage, winking at him. Twenty years ago, and years following, he had spent many an hour before he fell asleep remembering the things Baloo had said to him, all those things that encouraged him and made him feel loved. It had been so long since he contemplated any of it, but now the images were coming left and right. Baloo, who believed in him when anyone else wanted nothing to do with him. Baloo, who reached out to save him so many times from his own recklessness. Baloo, who he had left heartbroken. Baloo... _who sided with Karnage_.

 _No, you don't have a say. You weren't there for any of it._

His footstep fell upon someone's squishy entrails, and it occurred to him how foul the air stank. That was about it. He had no words or reflections to offer Khan's demise, no sense of fulfillment. With that emptiness, he staggered out of the plane, finding his _Iron Cloud_ crew swarming around, alarmed by that last gunshot. They lowered their weapons when they saw their commander exit, muttering among themselves.

He understood. He didn't look the same to them, didn't carry himself the way they were used to seeing. He could not come up with the air of cockiness and bravado that he started this raid with. He couldn't even fake it. They probably saw his wounds and thought he was dying. This made him regard just how much supple, black leather of his jacket was slicked wet with blood, some his, mostly not. He had left behind streaky red footprints. He had killed every last breathing foe. He had done exactly what he intended. Now it was over, and he felt nothing. Hardly nothing, except... he was _scared_. It was so subtle of a feeling, but distinct because it was unfamiliar.

 _Doomshot_ slipped from his hand and clanked against the ground. He felt weak, dizzy and cold, an effect from blood loss, or at least that's what he chose to believe, and he selected a nearby crate to lean on. His heart was pounding. Khan's hateful visage had shown him a revelation: there was no end to this abyss he was falling through, and there was no way out once you have plummeted so far. As he glanced around at the scene of violence, death and destruction, his _victory_ , in but an instant his head swam with everything that had led him from laughing with Baloo from the _Sea Duck_ 's navigator's chair to this moment. What scared him was, he wasn't sure _why_ anymore.

 _'You know who ya are,'_ Baloo once told him, _'and that's all that matters.'_

It was all so simple back then. He recalled that reoccurring dream, where he was a kid again, and discovered Baloo was all right; they were _going_ _home_. He would never tell anyone how broken he felt the moment he realized a dream was all it was, or how in that moment he longed to be twelve years old again. To start over.

But, hell. It was a little late. And dreams were for kids, anyway. In the real world, Don Karnage was still on the loose with a time machine.

He felt Em's careful fingers tugging at his collar, looking at the cuts on his neck, and calling out for bandages and sutures. He was cognizant that the entire crew was looking at him, sensing his air of uncertainty. Some were confused ― those were the ones that admired him as invincible ― most were scrutinizing. You could never forgot that at heart these guys were greedy, lowlife thugs, following only to sate their craving for menace and violence, and, at any given time, half of them would mutiny in a heartbeat if they believed they could live through it.

He stood up straight, shrugging Em away, and nodded, to whom it was not certain. "Spread out, look for anything to track down Karnage," he said. "We still got a rat to trap."

"This is _our_ house now!" Maul announced with a shout. It was reciprocated with a roaring cheer.

* * *

The searching was underway, with most of the focus inside the makeshift headquarters of the mountain cavern. He had found where Karnage evidently laid his head, that stony room with the maps and diagrams hung on the wall, the writing desk, but really telltale at a glance that it was Karnage's by the precious purple bed and its gilded frame. Being in there, sans Karnage, was a little bit of _déjà vu_ , a memory from when he was a kid, stealthily exploring through Pirate Island. This time, however, his searches would be lesser on the stealthy side and heavier on the ransacking.

He leaned over the stone window sill, whereby it faced east, and over a vast stretch of darkness the silhouette of high rising mountain ridges showed under a hint of purple gloom. Dawn was approaching. His fingers ran against a long crack in the otherwise solid stonework, absently digging out frost from the fresh snowfall. In his hunt for Don Karnage, and inasmuch as he knew him, he was expecting something like hidden cove, or at the very least something in warmer latitudes. When he thought about it, from these ancient halls of obscure Nordic mountain dwellers, it took him aback just how much he had underestimated his old piratical mentor. Not just the geographic location, which he would not have ever guessed, but the great lengths gone through to see that this facility was well hidden.

Snowflakes fluttered over his shoulders; the breeze was biting cold, seeping through his fur. For the time, he had to trade his shirt and jacket for bandages around his ribs neck; the latter, covering forty stitches in eight nearly symmetrical segments, already itched. The work was at least done right; _Iron Cloud_ was stocked with more than warmongering thugs and pilots, such as engineers, mechanics, bookkeepers, and doctors. He had lucked into it at first; those with the higher vocational skills were by and large expats from the War, who sided with him over their own countries. It was something he made a point of keeping as his enterprise grew, immeasurably more sophisticated from the two-bit saber rattling game Karnage played. Although, it would seem with the help of Khan's billfold, Karnage had raised his game to another level.

"These blueprints are from _Iron Cloud_ '," said Em, of many of the diagrams on the corkboard.

He had already noticed. "I know."

"That doesn't alarm you? And ― oh my God ― he's got the 'prints for all of them." She pulled out several of the blue scrolled-up diagrams from the shelve below, unrolling them in short order one after the other. " _Scourge_ , _Skykiller_ , _Inferno_ , even the _Bloodletter_ 's here. _Storm Reaver_! He knew its ins and outs before he attacked it. How could he have gotten these?"

"With a dead multimillionaire in his pocket, ya think?"

Em unraveled another scroll, and this one she held up to him. " _Hammerhead_."

Okay... _that_ got his attention. He pushed himself away from the sill and snatched the unraveled stack of blueprints out of her hands, and gave them a hard look. "These don't let on much. He prob'ly didn't think much of it." _Hammerhead_ , after all, wasn't actively prowling like the other airships. It didn't carry attack planes or a horde of pirates. Its purpose, and its payload, were much more special than that. "If he knew anything about the bomb, he wouldn'ta sent Molly asking."

Though the words came from his mouth, the way he regarded the diagrams betrayed his own uncertainty, as he flipped page after page. There was nothing in the documents that suggested the name of the airship, and that was a good sign. The diagrams were incomplete, missing an entire, critical portion. What was shown was the framework of the zeppelin, the hydrogen gas bags, and, within, the inner-workings of a fuel reservoir. The diagrams also showed that the airship had a gaping cleft below its nose, the empty shell to fit a missing part. Were the picture complete, fit within that cleft would have been the crux of the airship's purpose, a jumbo, four-engine armored bomber. The bomber, with its great, backswept wingspan at the forefront of the long zeppelin, gave _Hammerhead_ its name. With the zeppelin on its back as an attachment, it could fly to any point on the globe without stopping, and soar atmosphere topping heights that no defense could reach.

"We couldn't be sure," said Em. "Seems to me he already knows a lot more than we gave him credit for. Too much, _way_ too much."

"He knows time's short, that's what," said Cloudkicker. His hands clasped together and crunched the large blue sheets together, wadded them up in a big ball, and chucked them out the window, all not without favoring his left side, which did not go amiss.

"How's your rib?" said Em, turning her shoulder and her nose up at him. "Hope it doesn't hurt too much."

"You got somethin' to say?"

"Other than how stupid it was for you to run into that plane like you did? Other than it could have been your heart as easily as a flesh wound? No, not a thing. _Except_ , why is it that I think you'd be happier if I hadn't pulled you out?"

"You didn't _have_ to do anything."

She turned to him, finger in his face, cougar features lit in feral anger. "They would have _killed_ you, point-blank," she hissed. "Is that what you _wanted_?"

That last bit actually surprised him, coming from her... and it made him angry. "Someone turn you into a slobberin' idiot when I wasn't lookin'? We're not talkin' about this now. Or ever again."

She didn't budge. "You could at least deny it."

"That's absolutely the _stupidest_ thing that's ―" He felt his temper about to be lost, and forced himself to pause. He had to think about that they shared too much to not know where this was coming from. "I know you mean well, but don't you ever forget who I am."

"Don't _you_ ," she said. "I saw how you looked when you walked out that plane. Your second-guessing yourself, and it's clouding your head. It's been happening ever since Baloo showed up. You'll excuse me if I'm not getting just a little concerned." Then she asked him, point blank: "Do you want out?"

 _Out_. That was a big, encompassing word wrapped up in three small letters. It carried with it the thought of being free of this life and its consequences, never having to look for an enemy over his shoulder again, maybe put a ring on Em's finger, and _relax_ for a while.

"I think the chance of that was at least a few thousand felonies ago," he said, shrugging. "Cloudkicker's gonna be around for a long, long time, and the world's gonna hafta deal with it. And you've got spleen in your hair." He flicked away an imaginary speck from the side of her head.

" _And_ I've somehow managed not to get shot seven times," she said, and while she smirked at his jest, to drive her point home, she poked him right in the bandages, making him yelp. After that, and an exchange of ornery faces, they turned away from each other to further search the room. Em gestured at the box on Karnage's bed. "Have you looked over these letters?"

"I don't read Spanish." Cloudkicker spied a globe on Karnage's desk, turned it so that their present location was facing him. In recent years, he found globes had a certain bewitching quality to them; with the entire round world in a glance, he could hardly look at one without considering the vast regions his airships stalked, and the extent his power reached. The world held in his hand felt aptly symbolic.

"Didn't you learn anything in school?"

"How to get arrested, yeah. And long division."

He looked back and watched Em's eyes flicker left to right as she scanned over the handwritten pages in quick order. Her eyes were green and bright, attentive to detail, often showing the studiousness of her inner scholar. She read everything she ever got her hands on, and sometimes he would catch himself trying to read her face, wondering what she was thinking, how she was thinking it. Her face went from scrutinizing to amused.

"Oh, God. This is golden. Unsent love letters. Ah, we seem to have a certain Miss Maria in Polvo Pueblo."

"That's in the same desert where the _Vulture_ went down." Back to the globe. He picked it up, turned it around, and while a speck like Polvo Pueblo was far too insignificant to be noted on its surface, his finger tapped over the region, appropriately painted a dull sand color to depict a large stretch of desert. _It should have ended there._

"He's been writing these for ― wait, this one's dated _yesterday_. That means he was just here."

"Then he's not far. Any clues where he went?"

She read a select portion, translating: "'Today, it ends, and tomorrow, I come back to you.' Ugh, this is sickeningly bad. 'We will have everything we ever wanted. I will bring you riches beyond your―' That's it, the pen just squiggles off. He didn't finish. He didn't finish _any_ of these."

Sickeningly bad was right, thought Cloudkicker. Somehow the words alarmed him, though. It wasn't something he could articulate, but an intuition. He gazed at the globe in his hand, eyeing the outlines of the surrounding landmasses as a fortune teller discerns a crystal ball. What all was in a day's range of the _Iron Vulture_? Knowing Karnage... _it ends tomorrow... riches..._

Then, recalling Em's thoughts: _He already knows a lot more than we gave him credit for. Too much,_ way _too much._

Suddenly he saw it. He saw _everything_. He felt it like a kick in the gut, and the globe fell to the floor. He must have shuddered audibly, because it made Em start.

"Babe?"

"Em. Which way did the _Sea Duck_ go?"

"Pardon?"

"You were gonna tell me. What did the Shadow say? Which way did it go?"

"East."

"Exactly?"

"East-south-east, exactly."

"East-south-east!" he growled, before she had even finished her sentence. The pieces fell together so perfectly. It almost made him laugh. "'Cause Karnage was already gone by the time Baloo got here. Baloo went to find him." He tugged the bandages around his neck loose; they felt like they were choking him. "I'm an idiot. Holy jeez, I'm an idiot!"

"What's this about?"

"What's east-south-east of here?"

"Sylvania," gasped Em.

Cloudkicker stormed out of the room, into the larger cavern serving as war room, where Maul led the search of maps, notes, and radar machines. "Maul! _Inferno_ still on its way?" The gorilla grunted and nodded. "Turn it around! Get it to Skycastle! Get _everyone_ to Skycastle, it's under attack."

Em had followed him. "He _does_ know about _Hammerhead_."

"He doesn't know, and he doesn't give a damn about the bomb. Don't you get it? This whole hero act was never about me. That sonuvabitch. He's gonna _rob me_."

Maul's brow scrunched thoughtfully. "Don't know, we got no alarm signal from 'em," said he, shaking his head. "We should wait 'til we're done searchin' this... this... " As apparent by the quiet gaze of the onlooking crew, there was a sight to see in a terror like Maul shrinking back in fear and stumbling over his words as he did when his commander tilted his ear toward him, wondering if that was insubordination he was hearing. "I'm on it," said the gorilla. He made great haste out of the room, but was called after once more.

"Maul. Wait a minute," said Cloudkicker. He was staring at the world map pinned to the large table in the middle of the room, where pegs representing his own airships were positioned over their respective territories, tell-tale of how well Karnage had been keeping tabs. The notion that came to his mind left him with a numbing coldness with what the snowfall outside could hardly compare. It's the way he felt sometimes when he knew what he was about to do was outright despicable. _He thinks he knows a secret... but I know one, too. That's how he wants to play, then let's go._ He pulled a dagger from his belt, and plunged it into the map, over the desert they called the Valley of Bones. "Send _Scourge_ straight to Polvo Pueblo. Instructions to follow."

Maul grunted an acknowledgment and left to do what he was told.


	13. Chapter 13

**Chapter 13**

With some general guidance from Marty, Baloo intercepted the _Iron Vulture_ , finding it anchored alongside a chain of rocky, white-capped islets where seabirds flocked. _Sky Wolf_ and _Big Kazoo_ hovered to its right and left, respectively. The two zeppelins had "trailers" in tow, which were effectively smaller, unmanned zeppelin-like balloons that carried cargo, and in this case, they carried squadrons of Thunderyaks.

It was dawn, just barley, though the sky was darkly shrouded in a continuous, weeping sheet of cloud that was thickening by the minute.

As the plane approached, Baloo had a revolting feeling in his gut, and not just from not having eaten in over twenty four hours. He would never get used to landing on the _Vulture_ ; not voluntarily, anyway. Crashing through the prow to destroy a lightning gun? Piece of cake. Landing on the doorstep as some sort of ally? Manure sandwich.

There was but a strip of space left open lengthwise on the _Vulture_ 's top, the outer portions of the runway were lined up with Thunderyaks, two abreast on either side, parked so close that the nose of one was merely an inch from the tail of the other. Each line had fifteen planes. Baloo guided the _Sea Duck_ down in that strip with concentrated precision, landing wheels kicking up a wake of puddled rainfall over the tiny planes. Aside from the tricky landing, the rest of the sequence, the rest of the sequence, the _Sea Duck_ lowered from the top of the airship into the hangar via a lift and given its own parking place, was facilitated without complication, which aggravated Baloo's gut even more. He couldn't escape the feeling that he was expected. He spied his own reflection in the glass of the pilot's-side door, and squinted at it accusingly. _Yep, yer a moron._

The hangar was rife with activity and absolutely full in capacity to the square foot. No less than fifty more Thunderyaks were lined up toward the prow, just behind two dozen of the Red Wolf's attack planes. There was a certain excitement in the air, that these planes were about to be unleashed, and all hell was about to be raised. Baloo demanded to see Karnage right away, no ifs, ands, or buts. They escorted him and to the bridge. There, the usual suspects were gathered, circled around an open hatch in the middle of the floor. They greeted Baloo with their glances his way, ranging in a spectrum from gladly surprised (Molly) to who's this chump and what's that smell (Karnage); somewhere in between that spectrum were Dan and Ace, Doctor How and Gaia, and the sky marshals. Also, tempers were flaring.

Actually... tempe _r,_ singular. Karnage's. This little pit stop behind a pile of bird poop covered rocks was definitely not on his itinerary. Perhaps it was by some coincidence ― him being christened Red Wolf and all ― how, when he was actually this pissed, his color seemed to glow a bit more lobster-like than not. He was stomping his boot and screaming into the hatch, where from within sparks were flying and smoke was spewing. It would seem that nothing in the world could make him angrier than whatever was going in inside that hatch, until he took a gander at who just arrived on the bridge.

"You? YOU?"

Baloo drew a breath and was about to tell him to shut his yap while he explained what was going on, but was taken aback when he realized Karnage wasn't speaking to him.

"W-wait, don't kill me," stammered Marty, taking cover behind Baloo's ample flanks. "I have a perfectly good reason for bein' here!"

"I told you to stay!" roared Karnage, approaching with hands ready for neck-wringing. Baloo had suddenly become an obstacle that the two of them circled around.

"He made me come with!" pleaded Marty. "I was kidnapped! Brainwashed! Auugh!" With a kick against Baloo's leg, she added, "Tell 'im!"

Baloo rolled his eyes and drawled out his part of their bargain, as if reading from a script: "I never woulda made it here without her. I made her come with. So there."

Karnage stopped circling ― maybe because he was making himself dizzy. " _What_ did I tell you about taking advantage of a simple-minded morons?"

"Uh, to do it always an' often?" offered Marty.

"For _money_ , not for NOT doing what I told you!"

Having then duly done his sworn part on the kid's behalf, Baloo sidestepped out of the fray while they barked at each other: _You need me here ― Oh ho! Like I need a black eye ― That can be arranged, ya know ― Don't you talk like that to_ me _, you bubble-smacking brat!_

Molly ran up to him and threw her arms around his neck. "Baloo! Oh, I knew you'd come back."

Baloo returned the embrace tightly. It just felt good, especially, to have someone to hug right then. "What's goin' on?" he asked.

Gaia, bobbing over the open floor hatch, explained. "We are only three hours from our destination on Mount Bokstas. However, beyond this point, Skycastle will detect us on radar and undoubtedly call for reinforcements. To buy time, we _were_ going to use the same communications jammer that I hear was so effective during the Miniversal robbery."

Molly interjected helpfully, "That way, none of Kit's airships would know something was up unless they tried calling and didn't get an answer."

"Yes, _thank you_ for clarifying what I was obviously not in the process of explaining," said Gaia. "Ahem. However, we seem to have run into a bit of a snafu with the communications jammer."

A loud _clank_ came from within the hatch. An angry clank. "I _do not_ snafu," growled Van Petz. If an entire army of seething fire ants erupting from their subterranean colony could be personified by one bear, it was probably perfected the way Van Petz crawled out of the hatch. His unreciprocated infatuation with the orb from the future was, apparently, officially un-infatuated. "This is _your_ fault. It was perfect the way it was!"

"I merely suggested alterations that would immunize our own devices from the distortion," said Gaia.

"And you broke it!"

"Technically, you physically made the alterations, so _you_ broke it."

"I physically made the alterations, _before_ you happened to mention the key parts I'd need aren't going to be invented for seventy years!"

"Listen," said Gaia, " _you_ try sorting out five hundred years of technological history in under one-one hundredth of a second and see if one of _your_ algorithms never slip a decimal." The entire group then started muttering their own opinions on whose fault it was, until Baloo pushed his way in between them all.

"Will you guys cut it out?" said Baloo. "Listen to me, we got big, big trouble!"

Gaia suddenly flashed red, grabbing everyone's attention. "Yes, we do," agreed the orb. It darted to the back of the bridge and broke up the bickering session between Karnage and Marty. "Captain Karnage, I've just detected a long range relayed radio transmission from _Iron Cloud_. It's in code, but I am certain they are warning Skycastle of our arrival."

Karnage's mouth was already wide open, not for surprise but because he was in mid-yell. "What? How could they know?" he asked.

"That, I'm not sure," said Gaia. "You wouldn't believe how hard that is for me to admit."

Said Doctor How, "But the whole plan of this heist was the element of surprise. If they know we're coming, Cloudkicker's not going to pull any punches in his response. We could find ourselves severely outnumbered."

"From what I can deduce from their code," said Gaia, " _Iron Cloud_ is en route with heavy support. We could be looking at their entire fleet headed our way. Stand by, I have to readjust our playbook on the back-channels. I was not anticipating this."

"Ya got bigger problems than that," said Baloo. "Ya gotta turn this whole shebang around right now!" As quickly as he could, he explained the whole scenario from yesterday. Don Karnage, for one, upon hearing this tale, came to conclude his own question about how they could know:

"You told them!" he erupted, his feet giving the term hopping mad some literal context. "You lip-loosing, tongue-wagging, blithering, blathering, back stabbing," _―_ here he paused to inhale _―_ "pigeon stooling, double-crossing, two-timing, tattle-telling, fat, furry fink!"

Baloo's face curled in a poignant wince at the verbal onslaught in his face _―_ not because he hadn't been called worse names, heavens no, but because Karnage apparently had garlic for breakfast.

Meanwhile, Gaia's internal workings were whirring away. "Except Baloo's encounter with _Iron Cloud_ ended yesterday, his departure from your hideout was last night, and the signal is just being sent now, urgently. I would surmise that they made this discovery for themselves, within the last hour." The others nodded and muttered agreement, and Don Karnage found himself alone on this point.

"Fine," snorted he at Baloo, crossing his arms. "I can admit when I am almost wrong. I'm sorry I called you _furry_."

Ace London spoke up, "Wait a minute, big guy's right, we gotta head back. Our boys 'n' girls are in big trouble right now. Don't ya get it? Cloudkicker's already _there._ How else would he know? He's already had time to search the place."

"Captain," asked Gaia, "aside from the hideout, is there anywhere else, anywhere at all, they may have possibly gleamed information about our plan?"

Karnage have it a moment of serious thought, but then shook his head gravely.

"Then I'm afraid Colonel London's deduction is correct," said Gaia. "We're already too late."

"No!" cried Baloo. "There's gotta be time. There's gotta be! We gotta go back!"

"He's right, Cap," said Marty, tugging on Karnage's arm. "We gotta go get 'em outta there. _Please_."

Karnage was suddenly surrounded by unwanted advice, the strongest opinion being that they should help those who stayed behind at the base. Dan Dawson, however, waved off their suggestions, though before he put it to voice he erupted in a coughing fit, gasping shallow breaths, until his knees buckled and bent. He inadvertently stumbled into Baloo, bounced, and was grabbed and held upright by Ace. The clamor quieted, giving attention to Dan.

"Whoa there, peacock," said Ace. "One word at a time, huh?"

"A waste of time," wheezed Dan; he gained his own footing. "You nuts all forget who we're dealing with?" He swept a glance at every person and orb before him, showing a disfigured shell of a manicured showman churning with bitterness from within. "Who's left to save? Any of you really think he took prisoners?" His point, hitting its mark, was met with dismal silence. He wiped the corner of his mouth with the back of his hand, shaking his head. "Every time you blink, he's getting stronger, and us, we're just barely scraping by anymore. We're not gonna get another chance to take him down. We gotta do this before they catch up."

Much as he wanted to imagine and wish Dan was anything other than right, Baloo poignantly knew better. He only felt like collapsing to the floor, burying his head in his arms, and doing the world a favor by giving up on it. What else was there to do when you were such a complete, utter failure. Molly held his hand, but he was entirely numb to her attempt to comfort. He couldn't cut it, not this. All those people gone because of him, and Marty being there in front of him only served as notice that this kid could have been one of them. It happened then that he caught Karnage stealing a glance at the girl, and it would have appeared that the Red Wolf was showing unspoken regret having her stay behind.

He regarded the way Karnage grimaced, how, to put simply, he looked _hurt_ as he considered the crew they had left behind. There was something about that, Baloo felt, that despite the horror of thinking they were already too late, his coming here was not a waste. Karnage wanted to turn back. It seemed for a moment that he was about to give the order to do so, but the grimace he wore turned into a scowl, hot with mettle. His posture changed, straight and tall, and it didn't appear to be so much of a blind confidence ― no, his aged and scarred features weren't exactly eager for another fight ― but a resolve, to do what had to be done.

He pushed himself away from the surrounding group and kicked the grate back over the floor hatch. "We go forward, ready or not," said the wolf. "Just _go_."

It was then, for the first time in Baloo's eyes, Don Karnage to be truly _leader-like_. He could understand why these folks followed him, even if it wasn't something easy to explain, it felt like the right thing to do. And Baloo felt like he was, somehow, in the right place, on the right side. And when it came to that...

If one thing Baloo knew then, it was gonna be a hot day in Thembria before he let Karnage be less of a coward than he was. _Ready or not_... jeez, was that ever the case. He strode to the airship's window, joined Karnage where he was standing, and looked him straight in the eye. "I'm with ya," he said.

* * *

Mount Bokstas was broad and chief among its range, and unmistakable as soon as it emerged in the scrolling horizon. Its peak, topping twenty thousand feet over sea level, was obscured in cloud. No so obscured were the attack planes scrambling to its defense.

Karnage eyed their incoming with a telescope from the bridge of the _Iron Vulture_. He held off on sending any live pilots out for now, and signaled for the Gaia to get to work. The balloons trailing the zeppelins detached. The prow of the _Iron Vulture_ opened. The fight was on.

Baloo, Molly, and the rest on the bridge had their noses close to any available window space. It was a sight to see, one hundred and eighty Thunderyaks, at once, spilling into the sky.

"Gaia, how's it look?" asked Doctor How.

"Optical receptors from the Auto-Aviators are reading perfectly," replied the orb. "I can see everything, from every unit. This... is... awesome."

Under Gaia's control, the Thunderyaks flew in 20 "V" formations, of nine planes each. The sheer number of them was enough to confuse and overwhelm the intercepting planes, whose pilots did not know who to attack first. The Thuneryaks guns were peashooters by comparison to most viable warplanes, but with computerize precision, and volumes of aerial combat training in its memory banks, Doctor How's Galactic Artificial Intelligence Assistant handily put the other planes down, sending pilots ejecting and parachutes floating into the jagged mountain terrain.

"Wow. It's like a video game," Gaia commented. "Except now the computer is playing the people. This can get addicting." Black clouds of flak exploded before the airships and amid the 'Yaks. Gaia chirped happily, "Ooh! There's more!" The robot squadrons circled in perfectly synchronized evasive maneuvers, and swooped down on the artillery weapons surrounding the mountain, pelting the armored turrets with small caliber bullets; what one plane couldn't destroy, there were several more right behind it. The turrets were soon made into smoldering heaps of metal, and those in control of them fled for their lives.

"The sky is clear," Gaia announced.

Still miles from the mountain, the view from the _Iron Vulture_ 's bridge showed multiple fingers of smoke where the artillery used to be. Gaia's internal mechanisms were whirring away from within ― with a perceivable air of excitement ― and Dan Dawson and Ace London looked out the window with hung jaws.

"That's... it?" asked Ace, incredulously.

"No," said Gaia. "I can smell the radioactive material, but if its holed away in the mountain, I shouldn't... wait, I have it. The nuclear bomb. It's not in Skycastle, it's in the _sky_ , and retreating."

Karnage made a face at that news; he was definitely unpleasantly surprised. "The sky," he repeated, disdainfully. He looked over to Van Petz, as if for an explanation, while pointing to the mountain. "What happened to in there?"

Van Petz was flustered, looking at the nearest radar screen. "We got a big blip, goin' out high and fast. Gotta be one of their skyships."

A solid green beam of laser light, barely visible, emitted from Gaia's spherical shell, through the window of the _Vulture_ , and aimed into a cloud bank behind Mount Bokstas. In a moment, Gaia added, "It's a zeppelin with abnormally large fuel tanks, and... unusual design. It's ascending beyond twenty thousand feet. The Thunderyaks cannot follow at that altitude."

"Then that's us," said Dan, and he and Ace shared a smirk, then turned to Don Karnage. "Whaddaya say, Capitano? Wanna blow something up?"

Karnage and Van Petz glanced at each other, sharing some covert thought, leading to Van Petz asking Gaia, "I don't suppose you can smell anything else aboard that ship."

"Such as?"

"Anything similar to... paper, like... cotton paper? Or...?"

"I cannot," replied Gaia. "May I ask the reason for..."

Don Karnage cleared his throat loudly, AHEM. "We split up," he announced, and laid out his plan, first pointing to Dan, Ace, and Baloo. "You three! After that bomb! Take the _real_ pilots with you." To Doctor How: "You, egghead!" He swiped a wrench out of Van Petz' hand and planted it firmly in the otter's palm. "Congratulations! You are now chief grease monkey." Next, Gaia. "You, talking ball-thing!"

"I have a name," said the talking ball-thing.

"Whatever. You keep those those puny planes flying everywhere. Make sure if anyone gets shot, it's _you_ and not _me_."

"I, uh, _think_ I understand that within a certain context," said Gaia.

Next up, Molly and the three sky marshals. "As for you," said Karnage, "stand your useless selves around and look dopey. Fantastical job so far!" Lastly, he turned to the helmsman, a Red Wolf veteran named Pierre Lafleur, whose name on paper was reminiscent of gay Purree and a fine, poodle heritage, except this guy was born and raised in east-side Pazooza, and if you know anything about east-side Pazooza, you don't go there. "Take us to that mountain," Karnage ordered.

"Aw, take me here, take me there," grumbled Lafleur, but steered toward as was commanded.

After that, Karnage snapped his fingers and gestured for Van Petz to follow. " _We_ go."

The two of them departed the bridge, but not without Marty tailing along. "Wait, where're _you_ guys goin'?"

"Tricking-and-the-treating," said Karnage, not looking back. "Go get that bomb!" he shouted to everyone.

* * *

Don Karnage entertained no questions about why he wasn't chasing after the fleeing, bomb-holding aircraft himself, if not even from his chief pilots, then certainly not from the likes of Molly and three Usland sky marshals who hounded him at his heels about his plans. The only thing coming from his mouth were orders barked about clearing the hangar immediately if not sooner. Tails in planes, planes in sky ― that's all he wanted to see.

"You have to tell us," insisted Charles. "You obviously know something important is in that mountain."

"Something apparently more important than the bomb," added Agent Spence. Karnage, for an instant, stopped ignoring them and turned around, apparently confused as to where he had just heard that strange voice. It made the raccoon sky marshal rather angry, enough that he looked downright ready to punch Karnage in the knee. "We _can_ talk, too, you know!"

Karnage turned his nose up at him. He could not contain his smug grin. "You gawking goons and all of your government gobbledygookiness have _no idea_ , no?"

"No," said Charles. "And I think on behalf of Usland, we really should. We might be on separate sides of the law, but we're still on the same side on this."

Karnage only cackled at them in response. He checked briefly the status on a previous order, at the airship's bomb bay doors, his crew had assembled six powerful winches, two of which held great, bell-shaped electromagnets, with long, heavy chains, and thick electrical cords plugged into gasoline-fed generators. The other four had large, rubber-coated hooks. This was also a point of question from the sky marshals, but Karnage was not giving any clues.

Sounds of revving airplane engines and the stench of their exhaust filled the airship's gullet. The prow was wide open, flooding in the daylight. Dan and Ace departed the _Iron Vulture_ first, Baloo and the _Sea Duck_ next. Others filed out in small groups. In all, from the holds of the _Iron Vulture_ , _Sky Wolf_ , and _Big Kazoo_ , forty pilots in their respective attack planes rolled out and took to the air, climbing in pursuit of their target, gathered in ten wings of four planes. This left the hangar empty, save for Karnage's own plane, red and black colors waxed and glistening and sitting in loneliness. If it had feelings, it might have been jealous that its master had so blatantly neglected it for some wingless hussy. Karnage had gone straight to the back of the hangar, to the bus-sized contraption covered under a large roughspun sheet.

Van Petz removed the sheet, arms in cyclic motion yanking away a couple yards a time. He grinned at the uncovered vehicle with the pride of a parent, or in this case a creator, who had created something of a punchline: what do you get when you cross a locomotive engine, a battle tank, and a palindrome? This. Its profile was long and overall rectangular, and mirrored from the middle, so that it front and back were, except for one feature, exactly the same, and technically both ends were fronts. The feature in exception was that on the top of one end, the end pointing toward the front of the airship, had an odd framework extending sideways like a bull's longhorns, two large semi-circles that appeared that something should fit in them to be carried.

If you were looking at this vehicle it from either end, its sides were tapered upward like a trapezoid, and its 'chin' was a jutting railroad pilot, above which were two slats for windows that gave the ends a squinting, menacing face. It was heavily armored with thick, iron skin, hubs of electrical coils mounted to it on all sides, six metal discs for wheels fitted with bands of vulcanized rubber, and a large ― cannon? ― on a turret on top, which could swing around in all directions; it at least looked like it should function like a cannon, but did not have a hallow barrel for firing shells; it looked instead like something Martian, a death ray from the comic books, with a protruding rod with a small sphere at the end, surrounded by metal rings coning outward.

Just about everyone knew that "the tank" was there, it had been moved in several months ago, but had since been a long-standing, perpetually covered, never used fixture in the _Iron Vulture_ 's arsenal. It was largely assumed that it was just one more of the Red Wolf's toys, perhaps a fanciful invention that never quite met its realization, something to be kept handy and used when called for. Few knew its specific purpose, or how its dimensions were very specifically designed to traverse through the interior corridors of Skycastle, or how it had room in its compartment for the apprehension of a very specific sort of payload (ha! PAYload... wait, too soon). This little secret was not destined to last beyond the very near future.

Van Petz kicked the side of the tank, and, with a hydraulic hiss, the entire length of said side swung opened up from the bottom, hinges on top, revealing the interior. As on the outside, everything was mirrored on the inside, too. It was mostly cramped space, because all of the mechanisms that make this machine do the things it could do were under the floor or other compartments. In what was left for space, there were two identical driver's seats, one at each end, raised on platforms so that the driver could see out the slats; all of the controls looked more like an airplane cockpit and yoke than your typical driving vehicle. Between the seats, then, was nothing but a long, empty floor: cargo space. The way it all came together with how the side opened, you could ― if for some curious reason you actually found yourself with a need to do so ― stuff a lot of cargo in a big hurry, then drive away in the opposite direction you had just come. Why would you need to do so? You probably never would, unless you ever happened to attain detailed floorplans of Skycastle and had uncommon knowledge of one of Cloudkicker's particular uses for such a facility.

"You go in there, you might not come back out," warned Charles, to deaf ears. "Then what? We'd never―" He jerked his head around to the sight of the emptied hangar, as a thought suddenly occurred. "Wait, where's Molly?"

Don Karnage clicked his tongue in mock sympathy. "See what happens when your nosey nuisance of a face is stuck in your tail section? You lose sight of the little lady-bears." He and Van Petz boarded the tank, ignoring the questions of the sky marshals with childish I-know-something-you-don't-know glee. Van Petz assumed the driver's seat pointing toward the middle of the hangar, stomped on a panel under the seat, and the vehicle's heavy iron side came crashing to a close. Then, he reached down to the floorboard, and much like turning on a lawnmower, gave a pullcord a hearty yank. The tank erupted to mechanical life, funneling fumes of black exhaust under its wheels; the sky marshals stepped back, coughing. The electrical coils began buzzing, and in connect-the-dots fashion snapped bright fingers of lightning at one another. There was a tingle in the very air, an electric sensation that could make fur stand up on end from twenty paces.

"Ah, breathe deep," sighed Van Petz, after a long inhale.

"Breathe later," said Karnage, looking over his shoulder. "Move it!"

He planted his foot on an accelerator, and the tank was moving, metal wheels groaning. It rolled to the bomb bay doors, where the crew assembled the four winch hooks to its undercarriage, while the large bell-shaped electromagnets were fitted upon the longhorn-like framework, so that their flat ends were facing forward. This all came around as the _Iron Vulture_ slowed, approaching Mount Bokstas the entrance to Skycastle.

With the defending attack planes and artillery cannons already disposed of by Gaia and the Thunderyaks, the _Vulture_ approached with impunity. Standing before a flat, concrete plateau, Skycastle's gate was around one hundred fifty feet tall, and almost just as wide, made of sliding partitions of solid iron. It was obviously made to accommodate holding an airship within, but now the gate was only slightly cracked open, just enough so that dozens of personnel on foot spilled out, shooting at the airship with firearms, a futile gesture. In response, the _Iron Vulture_ extended its massive front cannons, and fired into the granite slope of the mountain, _BOOM BOOM_ , or, as translated from the language of big guns, DO NOT MESS WITH US. The defenders fled back inside the base, under a rain of granite shards, and the gate closed entirely.

The tank, then, was winched down onto the concrete. The hooks were lifted away as soon as it touched down, but the magnets stayed on; the tank rolled forward, coming to a stop just inches from the center of the massive gate. Karnage gave a signal over the radio, the magnets were powered, and snapped against the gate. From there, the tank backed away, and with another signal, the _Iron Vulture_ ascended altitude, magnets pulling the iron gate apart.

In moments, the breach was wide enough for the tank to roll through, and roll through it did. Inside was a vast, cavernous hangar. Karnage, squinting out of the window slats, was already thoroughly familiar with the dimensions of the base, but that was on paper. Seeing it with his own eyes was something else, something jarring. This place was as big as his old haunt, Pirate Island, but where the vastness of Pirate Island happened to be a naturally occurring cavern, this place was built, and in that fact, Cloudkicker was brandishing the wealth, technology, and sheer depth of his enterprise. But still, Karnage could smirk; one thing the boy obviously didn't anticipate was that some clever pirate would some day come barging in with an electrified tank. All the proof he needed there was the absence of defensive measures. The defending crew was firing away with their guns, but the bullets hardly made a scratch. They were completely unprepared for anyone breaching the gate. He was, assuredly, if even just temporarily, a step ahead of his nemesis. It was time to shine ― that is, _shock_.

"Barbecue these boneheads," he ordered.

Van Petz, chuckling, adjusted the control yoke in his hands; it wasn't just for steering, it was for aiming, and had a trigger for shooting. The coils around the tank crackled with lighting, and the cannon on top buzzed with abundantly flowing voltage. The crew defending stopped firing, bewildered, lightning flickering in their dark eyes. When that lighting spewed from the cannon, they fled for their lives. It wasn't the first lightning gun Karnage ever had at his disposal, and not even half as powerful as the one he had unleashed on Cape Suzette over twenty years before, but _holy frijoles_ did it get the job done. It was bright and magnificent, a streaming, crackling beam that blasted a web of lightning on everything it touched, and as it swept over the breadth of the hangar, it touched just about everything, everything the defenders were hiding behind or standing on, and none escaped it.

The fight was over in only a moment. Those on Cloudkicker's side were down. Some twitched.

Don Karnage and Van Petz scanned the area through the window slats, both grinning savagely.

"Are they... dead?" a girl's voice asked behind them.

"Nah, but they'll wake up with a mean headache," said Van Petz, and he and Karnage shared a laugh. Then they blinked, and turned around.

Marty's face was wide-eyed, overwhelmed at what she had just witnessed, a pink wad of bubble gum hanging on the corner of her mouth. "Wh-what... what are we doin' in here?" she uttered.

"You!" growled Karnage. "You again!"

"Yeah, well, _you_ lost sight of all the little lady-bears," she replied, making a face at him. "What gives, Cap? We came for the bomb. You said the bomb was all we needed. So what are we _really_ after?"

"The bomb, of course," said Karnage. But with the young lady's bold expression, looking up at him with zero fear and wordlessly calling him out on his own baloney, made him hesitate. "Maybe a _little_ something extra."

"They're all gonna find out anyway," shrugged Van Petz.

"Well? What is it?" Marty wanted to know.

Thus answered Don Karnage: "A way _out_."

The tank was steered into and through a descending corridor, with its lightning spewing turret taking care of anyone else who stood in the way or tried to rush up behind them. The jutting pilot on the end was handy for plowing away obstructions like forklifts and other machinery. Van Petz knew exactly where he was driving, and he laughed heartily all the way through; the more bodies he got to electrocute and more stuff he got to run over we're job bonuses. Through some stretches of this corridor, the tank just barely fit through, but it always fit. Its dimensions had been designed most carefully for this task.

At the end of the corridor was their destination, an immense, round vault door. It was heavy and imposing, certainly showing no sign of a weakness ― unless you happened to know through years of careful spying that this particular door and its heavy locks were controlled with an electrical interface, a new fandangled system that was on the cutting edge of security technology. To unlock it, you had to go into a control room and punch in a clearance code, which changed all time. Karnage and Van Petz had no idea what this code could be, however there was this to consider: the vault fireproof, dynamite-proof, and most certainly bazooka-proof, but who expected someone to show up with a lightning gun to scramble the wires?

Van Petz pumped his foot on a pedal that accelerate the charge; the tank crackled and snapped white lightning all around, from coil to coil. Karnage, behind his shoulder, was practically salivating, and Marty, behind him, was taking cover behind his coattails. The turret fired, blasting a bright, spider-web of lightning over the vault door's surface. A smell of burnt metal lingered afterward.

Karnage peered out through a front slat. "And? It worked?"

"Oh-ho yeah," chuckled Van Petz, licking his lips. "I could taste it!" He nudged the tank within a few feet of the vault, and with a press of a button, two round magnets sprang from the front of the vehicle, each on the end of a thick, strong coil. The magnets snapped on to the door, Van Petz pulled a transmission lever, and reversed course with the tank. The vault door slowly swung open.

Don Karnage cackled and was out of the vehicle before the door was open all the way. He was rubbing his hands together as he ran inside, his palms were itching to finally get a hold of...

... an empty room. His heels skidded to a stop. There was nothing before him but ― nothing. Not even a mothball. Van Petz and Marty came trotting in behind him, Marty just very curious about what the big deal was, but Van Petz was just as shocked as Karnage. They both looked particularly vulnerable to cardiac arrest at that moment, and neither said a word as they eyed the massive space.

At length Karnage staggered forward, quietly whimpering. The whimpering grew louder as he scanned the emptiness around him. Then, at his wit's end, he screamed out, a noise that reverberated in the cavernous iron walls. It was a blood-curdling cry full of hopes and dreams falling apart, and so did his body, for he fell to the ground in full tantrum mode, pounding the floor with his fists and feet.

"Here we go again," sighed Marty.

"It's not fair!" cried Karnage. "Not fair, not fair, not ―" He suddenly stopped yelling, for he noticed a long scratch on the floor, in front of his face. Blinking, he got to his knees, then stood up. There were actually several long scratches on the floor, _fresh_ scratches, coming from he sides of the vault and leading to and out the door. And from where these scratches began, the floor was of a slightly lighter color, cleaner, in big, perfect square shapes. Putting these clues together, heavy pallets had just been moved out of here, very recently.

Then Karnage remembered the airship that was fleeing the mountain. He swung around on his heel and pointed toward the unseen sky, while running out the vault door. "Back! Go back! Back back back!"

Van Petz gathered his meaning, and with great hasted they piled back inside the tank, bulldozing their way back out from the direction they came. Karnage used a radio to order the _Iron Vulture_ to prepare for pick-up, and winches were lowered from the airship as the tank rolled out of Skycastle's front gate. Karnage jumped out of the vehicle, scanning the horizon with his hand flat over his brow, and to the east saw Cloudkicker's airship making a run for it, with his own squadrons giving it chase.

"Always something!" he seethed. "There it goes! All this work, and they _move_ it! I swear it, one of these days, I... I... aye aye aye..." His voice became a startled shudder. In his ranting and as he swayed about while doing it, he suddenly noticed, on the western horizon, eight more airships were inbound; _Iron Cloud_ , distinguished from its unmistakable outline, led the way. Attack planes were spewing forth from all of them, where what from that distance held some resemblance to angry bees filing out of their hives. One "bee" from _Iron Cloud_ dragged a pencil-thin line of smoke behind it.


	14. Chapter 14

**Chapter 14**

 _'Incoming!'_ shouted Valentine over the radio. _'Cloudkicker's airships at the northwest! They're in hot!'_

Baloo looked over his left shoulder, out the _Sea Duck_ 's window. Behind the groups of Red Wolf planes and countless Thunderyaks flying in tight formations behind him, the horizon was blotted with inbound pirate airships. Ahead, _Hammerhead_ made for the clouds at full steam, fast and high; the airship, in creative fashion, truly did resemble its christened namesake; the aircraft driving it, the "head," had a long, backswept wingspan, and six great propeller engines affixed to the back of the wings. It was married to an elongated zeppelin apparatus, which had large, curved stabilizing fins that truly made it resemble a flying sea monster. To his right, in the navigator's seat, Molly was biting on her knuckle. The apprehensiveness was palpable, heightened more so by the combined reverberation of the all the airplanes in pursuit of the bomb-carrying airship. It was a particular kind of noise that was felt in your bones, a low, ceaseless rumbling, in itself a single, powerful engine, together as one, the mightiest force in the sky... except now, when the arrival of _Iron Cloud_ put that into a bleaker perspective.

 _'I see them,'_ replied Gaia. _'Diverting Thunderyaks now.'_

A Thunkeryak may have been a half-pint plane, a swallow compared to eagles, but when one hundred and eighty of them flying together turned away in sync, it made the very air quake. Their shadows swept below as swift, dark flashes on the frosted, forested mountain slopes below. Baloo felt the turbulence in the feedback of the _Sea Duck_ 's steering yoke, then he and Molly were sent bouncing in their seats when a larger turbulent wave gusted past. From the bubble of the cockpit of the plane just ahead of him, Baloo could see Daring Dan rubbernecking at the incoming pirate ships as well.

 _'That's just swell,'_ said Dan. _'How many are there?'_

 _'Um... all of 'em, I think,'_ replied Valentine. Baloo and Molly shared a nervous glance.

 _'That would be my estimation as well,'_ said Gaia. _'Nine airships, one hundred and sixty four combat aircraft.'_

 _'Who's got eyes on Cloudkicker?'_ asked Ace London.

 _'I do,'_ said Gaia. _'I'm dedicating twenty Thunderyaks to his plane.'_

 _'Yeah, twenty's not gonna be enough, doll,'_ said Ace. _'You've never flown against this guy.'_

 _'You mean_ he's _never flown against a super-computer,'_ said Gaia. _'I have a competent strategy in mind. However, I would not mind a little back-up for the rest.'_

 _'Goldie, Admiral, we're reeling the captain back in,'_ said Valentine. _'Need you to break away and put some flak in the air.'_

Admiral Pomp replied, _'Understood!_ Sky Wolf _engaging!'_

 _'Finally, time for the fireworks,'_ said Goldie. _'We're on it.'_

 _'I believe I can handle the pilots,'_ said Gaia, _'but the airships may be of some concern once they're in firing range. I don't quite have enough Thunkeryaks to keep them busy.'_

 _'All right, then, all you fly-boys and gals,'_ said Ace, _'let's divvy it up. Everyone from the_ Vulture _, stay with us and take out that flying fish! Baloo, see the guns stickin' outta that thing? Gonna need you to pull ahead and dance for us, draw its fire, so we can get in for some good shots. You mugs from the_ Kazoo _and_ Wolf _, go sic the new arrivals! See if ya can find the funnybones on those airships and give 'em a tickle.'_

 _'If anyone here does_ one thing _right today,'_ said Dan, _'keep Cloudkicker off our tail! We got one chance to nab this thing.'_

 _'You heard 'im, kiddos,'_ Goldie called to her Big Kazoo pilots. _'Come on around and do a little kickin' on the 'Kicker. Last one there hasta fly with_ Sky Wolf _from now on!'_

 _'Droll,'_ replied Admiral Pomp.

Baloo had the tip of his tongue clenched in his teeth, and stared intently at the fleeing airship high up ahead. _Hammerhead_ was already twenty thousand feet in the sky if it was a yard, and showed no sign of slowing down or leveling. At full throttle, the _Sea Duck_ broke ahead of the rest of the planes, nose up, climbing, climbing, climbing. He breathed deep, his lungs feeling the emptier for the thinning air. They were approaching the airship's rear port quarter.

"Strap in, Cupcake," he said to Molly, not taking his eyes away from the airship, and patting the console of his plane, said, "This ol' gal's about to put on her dancin' shoes.'

Fiery flashes popped from the zeppelin's broadside turrets, and bright tracer rounds spewed out in ghostly lines. As expected, with Baloo by then well ahead of the rest of the pack, the gunfire was focused on the _Sea Duck_. Thus began the _Sea Duck_ 's dance, not with _Hammerhead_ , but with Baloo. He took lead. As the bullets whizzed by, he and the _Duck_ did a bit of a cha-cha with the wings dipping up and down rhythmically. That got the gunners' attention. Then, as distance closed and the bullets flew thicker and with deadlier accuracy, he pulled skyward and twirled the plane in a flourish, staying steadily ahead of the following lines of gunfire. That got the gunners angry. As the plane came around in a spinning loop, the entire port side of _Hammerhead_ was engaged in a furious firing match, trying to shoot that damn plane down.

"It's too much!" cried Molly, clasping her arms over her head, as if bracing for impact. The misses were getting nearer. The flak was rattling their teeth. Baloo had the plane twisting and twirling for all his life. Then, a hit. It blasted up through the undercarriage, behind the cockpit. The _Sea Duck_ took it like a punch to the gut, stunned, the wind knocked from under its wings, and Baloo, in a momentary panic, lost control. The plane's nose went downward, but as it did, and Baloo, struggling to regain control, somewhere between them and the ground, they saw streams of gray smoke, by the dozens. Rockets, fired from Daring Dan, Ace London, and the rest of the _Iron Vulture_ 's attack squadrons, who, thanks to Baloo's distraction, had the opportunity to pull off their shots with straight-away accuracy.

 _Hammerhead_ was longer than an average zeppelin, its helium-filled frame made from materials resistant to gunfire and explosions, but the rockets, by their sheer numbers and striking all at once, collided with the zeppelin's hull with awesome impact. The explosion was so hot that Baloo and Molly, having just gotten the Sea Duck to level, cried out, thinking for an instance that their plane was on fire. The damage, however, as the smoke whisked away, was incurred entirely on the airship. Half of its hull, which as a whole consisted of large, compartmentalized helium gas pockets, was shredded away, revealing a peek of its insides like some gruesome mechanical autopsy. Below the destroyed gas pockets, a metal skin housed the inner infrastructure, and a great hole punched in that skin showed corridors ablaze. The gun turrets, that which were not obliterated by the rockets, were silent.

Cheers rang over the radio. _Hammerhead_ began descending, in obvious great peril, and was now swarmed by its foes.

Baloo and Molly caught their breath. He smiled at her, a goofy looking smile, if for just the fact that his head was still rattling. "Heh. See? Had it all along."

 _'Pull them triggers!'_ ordered Ace London. _'Give it hell!'_

But another voice suddenly shouted on the radio, rather desperately: _'WATCH IT!'_ It was Don Karnage, who was just catching up in his own plane. _'Capture the especially ugly thing,_ do not _shoot it down!'_ A distance behind him, slower but steadily, the _Iron Vulture_ followed.

* * *

In terms of warfare, they call the area of battle a theater. The quaintness of the term was not lost on the resident Galactic Artificial Intelligence Assistant, which would consider the term to be "soooo organic," and considered itself the audience in that analogy. And the star performer. From the bridge of the _Iron Vulture_ , with its wondrous digital sensory capacities, including the optical receptors of almost two hundred Auto-Aviators, Gaia monitored very movement of the aerial battleground.

Respectively from one end to the other, the players of this theater were positioned as follows: _Hammerhead_ , battered and burning but still well on the move, continued its attempted escape from the Red Wolf planes swarming around it. The _Iro_ _n Vulture,_ under the orders of its captain, moved to join them. Behind them, the blasted slopes of Mount Bokstas crumbled over the gates of Skycastle. _Sky Wolf_ and _Big Kazoo_ , then, flew away from Skycastle and took toward the incoming enemy forces, breaking away from each other so to prepare firing broadsides. Ahead of them, Gaia's Thunderyaks moved in directly to face Cloudkicker and his aerial horde of attack planes. Cloudkicker led that charge on the other side, and as true to his infamy, his jet plane identified its pilot with a great wake of hot, black smoke in its trail. _Iron Cloud_ loomed behind the incoming planes, the other eight airships fanning out behind it. _Harbinger_ attempted to fly out wide to the side, to flank the Red Wolf forces, and was the first airship intercepted by the combined squadrons from _Sky Wolf_ and _Big Kazoo_. Its armor and turrets were ferocious, but they had landed enough successful shots on its massive propellers to slow it down significantly.

All the while, Gaia was doing much more than watching. It was listening, to both sides. It wasn't all that difficult, for twentieth century radio technology was rather archaic when it came to a twenty-fifth century computer chip. Gaia was singularly routing all Red Wolf radio transmissions through an encryption protocol, making it impossible for Cloudkicker's radios to tune in. On the other end, Gaia intercepted all of the enemy's attempted radio transmissions, but jammed their frequencies in a way that they couldn't hear each other talk. This was causing a lot of frustrated swear words from Cloudkicker's fleet, but unfortunately the confusion was limited; when in doubt, they simply followed the lead of their commander.

Gaia also read that _Iron Cloud_ was almost deplete on fuel; otherwise it would have almost certainly have sped headlong into the battle and already begun ripping the Red Wolf airships apart with its cannons. It wasn't a huge advantage, but nonetheless a welcome delay. Gaia was processing every detail of this imminent firefight much like calculating every possible move on a chess board with a thousand pieces (which was really not that difficult); Cloudkicker's attack planes were the pawns, his airships the knights and bishops, and _Iron Cloud_ , the leviathan with the most massive firepower in the sky, was calculated as the most dangerous objective, the King to checkmate.

 _That,_ however, was where Gaia was critically mistaken. A processor that could think millions of simultaneous thoughts, calculate real-time physics and precise bullet trajectories in nano-seconds was yet woefully unprepared for the talent of a certain organic pilot who lived and breathed aviation.

It started off as a good plan. Cloudkicker's fighter jet _Avenger_ was zooming far ahead of the rest, and Gaia had twenty Thunderyaks flying in a formation _no one_ had ever seen before: they made the shape of a solid, vertical circle, a diameter of dozens of yards. The idea was they would meet Cloudkicker head on, fire at once, and there would be no way for Cloudkicker's jet to counter or escape the sheer volume of bullets spraying his way. Even if one or two Thunderyaks got hit with returning fire before the jet went down, the others would surely overwhelm their foe.

"He's pulled ahead of the rest of his squadrons," Gaia announced to the bridge of the _Iron Vulture_ , and over the Red Wolf radios. "He's clearly over-confident. Ten seconds to contact."

 _'Don't, as in DO NOT, underestimate him,'_ Ace London warned.

"My formation tactic is fool-proof," assured Gaia, "he won't know how to counter ― wait, what's he doing?"

What, indeed. Cloudkicker's _Avenger_ , undaunted by the odd formation it faced, began a fast, wobbly roll, counter-clockwise. While doing so, from under the cone of its nose, it fired its six-barrel autocanon, which had significantly farther range than the Thunderyaks could muster, spewed a merciless onslaught of fiery rounds, in a conical, rotating stream. The bullets first hit the Thunderyaks making the outer circumference of the formation, then as the jet's roll tightened, the bullets drilled their way into the center. The Thunderyaks were still exploding in mid-air, Auto-Aviator parts flying everywhere, when _Avenger_ roared through them as if they never stood in the way.

As that was happening, the people on the bridge of the _Iron Vulture_ looked to Gaia apprehensively. Due to the distance, what they mostly saw from the window was a _lot_ of explosions going on, and a lot of debris scattering and falling from the sky. Emerging from the debris, though, was visible a streak of black smoke.

"I..." Gaia was stammering for an explanation, whirring from within, the super-computer equivalent of being cosmically dumbfounded. "... I just lost all twenty. Is it getting warm in here, or is it just my processors?"

"Get more planes on him, Gaia," urged Doctor How.

"Yes, Doctor, that would be most logical," replied the orb, in an irritated tone. All these organics watching on could not appreciate how complicated the aerial battle had just become, and how Gaia had to quickly re-think its plan and allocation of resources. Fifty Thunderyaks turned Cloudkicker's way, and by that time, the remaining one hundred ten 'Yaks were tangled with the rest of the warplanes, in which the Thunderyaks were now outnumbered.

To call it a cluster would have been an understatement. Cloudkicker's very well armed warplanes attacked with all the finesse of bloodthirsty barbarians. Bullets were spraying everywhere. Airplanes were burning and dissolving in mid-air. Parachutes were blooming: and that was a good sign, because the Auto-Aviators didn't use parachutes. Cloudkicker's planes were going down. Despite weaker and slower aircraft, through impeccable offensive precision and defensive evasion, Gaia was handily winning the larger skirmish.

The same could not be said against Cloudkicker himself. For starters, the Thunderyaks were far too slow to ever catch up to _Avenger_ and gain any type of offense. In a moment, though, that became moot when _Avenger_ , upon a high loop, turned back toward _them,_ diving and picking up tremendous speed, afterburners flaring. Gaia spread the planes out individually this time, fifty on one. The plan was to swarm Cloudkicker from every angle possible, thus making the last gaff impossible to repeat. All it needed was to get one good shot.

 _Avenger_ , however, burst into the fray with its autocannon blazing, and pirouetted through the swarm of Thunkeryaks at the speed of sound, cracking the sky with an immense boom. It only took a single round from the autocannon to obliterate any 'Yak, and many disintegrated before Gaia could pull off a shot; many others were blown away by the sheer force of the sonic boom. It was raining Thunderyaks.

"Get him, get him!" pleaded Charles, his palms slapping the window glass. "He's still flying!"

"Yes, I can _see_ that, thank you," Gaia, in such an angry tone that it gave Doctor How concern. "He's... good. Exceptionally. Wait, I've got him ― no, damn! Damn, damn, and damn!" A Thunderyak had just collided into another Thunderyak. Gaia was getting flustered.

"Gaia," said Doctor How, mouth agape. "Goodness, calm down. Do a soft reset on your emotional emulation protocol."

Gaia was glowing red by then. "Calm down? I beg your pardon, but I make five hundred _trillion_ calculations per second. I've processed thousands of advanced areal combat tutorials. I'm controlling an entire army of aircraft in perfect sync... and this, this ― _meatbag_ ― is still beating me!"

Doctor How gasped. "Gaia!"

Gaia whirred from within its spherical shell, initiating a soft reset as commanded. "Forgive me, Doctor. I didn't mean to use a racial slur. I'm trying to learn how he's ― ugh! Lost another one ― I can't predict his maneuvers. I'm handling the other hostile pilots quite well, but him, this is beyond aviation expertise. He's flying this machine like ― oh come on, _how_ did he just do that ― he's flying this machine like he IS the machine. Every time I get a plane on his tail, he ―" Gaia voice very suddenly broke off from the room and switched back to the radio channel: " _Sky Wolf_ , alert! He just turned toward you! I can't stop him!"

And neither could _Sky Wolf_. It was the airship nearest to Cloudkicker, and as _Avenger_ darted for it, its dozens of broadside hatches open, cannons fired, but _Avenger_ at the hands of its master was too fast and slick. Through the eyes of several Auto-Aviators still trying to catch up, Gaia could only watch helplessly the scene unfold. _Avenger_ swooped low, then pulled up, straight vertically, spinning, autocannon and rockets firing. The twirling column of fired munitions drilled explosively into the airship's belly, and _Avenger_ rocketed upward, _into_ the hull. In less than a second, the top of _Sky Wolf_ erupted, blowing a great hole its top like a volcano in a spew of fire and debris, from where _Avenger_ flew up and further skyward, having pierced the airship straight through.

Admiral Pomp was shouting out the maydays on the radio immediately. Had the airship not had compartmentalized gas bags, it would have been obliterated in an instant. As it was, though, it was mortally wounded and sinking to the ground.

Valentine responded to the mayday, and the _Iron Vulture_ began turning around: _'Hold tight, Admiral. We're headed your way!'_

 _'No!'_ cried Don Karnage, from on the tail of _Hammerhead_. _'Get the Iron Vulture to_ me! _We are taking this ship!'_

The _Iron Vulture_ 's bridge fell into quiet confusion. The order was clear enough, but they hesitated. Helmsman Lafleur and Valentine exchanged looks. Maybe Karnage didn't quite understand what was happening, they thought. Valentine offered some clarification, _'_ Sky Wolf _'s going down, Captain. They need assistance.'_

 _'Yo_ _u heard what I said,'_ was Karnage's response, and he added, in case it wasn't clear enough: _'Now!'_

The helmsman, then, resumed course toward _Hammerhead_.

 _'No need to fight, boys,'_ said Goldie. _'I'll catch a tiger by his toe. Comin' in to save yer striped tail, teabag!'_

And speaking of catching...

* * *

… Dan Dawson and Ace London were on point against _Hammerhead_. The airship was finally slowing down, and for all intents and purposes, seemed ripe for the taking once the _Iron Vulture_ caught up. But then it did something unexpected. The 'head' of _Hammerhead_ broke off and away from the rest of the zeppelin. It was a bomber, a great flying wing with no tail, and without the burden of towing the zeppelin (which was left immobile in mid air), it began to soar with great speed.

"Hey! That's not allowed!" cried Ace.

 _'The bomb is on that airplane,'_ Gaia announced. _'Forget about the rest.'_

Ace and Dan cranked their planes to full throttle to keep up with the bomber. The rest of _Iron Vulture_ 's squadrons fell in behind them. Don Karnage, however, stayed behind and with the zeppelin, and ordered the _Iron Vulture_ to capture it, not the bomber. Though they were confused by the order, Ace and Dan didn't have a lot of time to think it over. They had a bomb to steal.

Ace noticed a hatch on the top of the bomber. A way in. "Hey, peacock! Up for somethin' crazy?"

It had been a long time since Daring Dan took a walk on the wing of a flying airplane, and for that matter he had never done it without a crowd cheering below. He took Ace's meaning, and with a pull of a side lever, the glass cockpit of his plane popped off and away. "I miss getting paid for this," he sighed. His plane overtook the bomber from above, and without ado he crawled quickly and confidently onto the wing of his plane. The bomber's large propellers, on the back of its wings, chewed the air. Dan took a moment to gather his courage and pick a landing spot. One false move, and falling to his doom was only the second worse thing that could happen. It took the silver just under being turned into propeller puree.

He jumped from the wingtip. His landing was spot on, catching the front edge just above the cockpit windshield with one hand, the other catching his false teeth from falling out of his mouth. "And the rubes go wild!" he shouted, and he could hear the fanfare in his head. His counterpart, however, wasn't so practiced at this kind of thing. Ace, with rather reckless bravado, abandoned his plane and jumped likewise onto the bomber ― not a _bad_ try for his first ― but he bellyflopped and caught onto nothing, and in an instant was sliding down the back of the plane. Dan lunged with one hand and caught Ace by the collar of his jacket, but went sliding himself; his fingertips just grasped the edges of the hatch, keeping them anchored against the wind, if just barely.

Slowly and carefully, they crawled to either side of the hatch. Fortunately for them, when you had a plane with a roof hatch going into the cockpit, you didn't exactly expect anyone to come barging in mid-flight. The hatch was unlocked. Ace grabbed the handle and yanked it open. "After you, good sir!" he said.

"Why thank you, my good man!" Dan jumped into the plane, Ace jumped in right after, and tail-kicking was commenced while their respective planes veered off aimlessly to crash into the forest below. The squadrons around them saw the bomber shake off course ― a viable sign of a struggle for the controls ― and in a moment the bomber's pilot and co-pilot were seen falling through the sky, black parachutes blooming halfway to the ground.

"Holy guacamole," said Ace, laying eyes on the bomber's payload. "Now _that_ is what I call a bomb. Hoo!" It was dark green, roughly tear-drop shaped with large stabilizing fins on the back, and was as fat as Ace was tall. It hung in a suspending fixture over bomb-bay doors.

Dan assumed the pilot's seat, wiping off a spot of blood from a cut on his lip. Steering the plane felt like he thought it would, bulky and heavy.

"You ever fly a plane without a tail before?" asked Ace.

"Not on purpose, anyway," said Dan, taking deep, raspy breaths.

Gaia opened their radio channel: _'Do you have it under control, gentlemen?'_

"We got the sucker," replied Dan. "We're gonna swing around to ―" A buzzer sounding interrupted him, and a red light was flashing on the console; the tag next to the light read: REMOTE JETTISON

The bomb-bay doors swung open. Cold air whisked into the plane from the below.

Ace stepped back, suddenly afraid to touch anything. "Peacock? Wh-what's goin' on?"

"It's not me! The hell...?" Dan coughed, began flipping switches around the cockpit, any switch to see what it would do, but nothing stopped the light or the buzzing.

 _'What just happened?'_ asked Gaia. _'_ Iron Cloud _sent a single-burst transmission via radio pulse. What do you see?'_

Dan got on the radio: "Yeah, hi, we got a little situation in here."

Ace lunged for the radio mic and snatched it out of Dan's hand. "Two words! Bomb dropping!"

Dan snatched the mic back. "Third word! Help!"

 _'The transmission is over, there's nothing for me to intercept,'_ said Gaia. _'I believe it was a command that put the aircraft in an automated response, and the aircraft is not accepting further signals. You have to find a way to stop it.'_

Too late. Ace looked on haplessly as the bomb released.

"Well it's a-sailin' to the ground as we speak, sweetheart," cried he, "so before it blows ya better tell everyone to make like Amelia Airhead and get lost!"

 _'I see it, stand by,'_ said Gaia. _'I'm attemping to scan it.'_

As the terrain of Sylvania scrolled through the view of the bomb-bay doors, Ace dared to take a peek. The bomb deployed a massive white parachute, and there was a faint green laser beam pointing into its side, coming from the bridge of the _Iron Vulture_.

 _'The bomb's safety is engaged, it won't detonate,'_ reported Gaia. _'They're ditching it to keep it from being captured. Look to your nine o'clock, there's very conspicuous aircraft heading for the parachute. We need to capture it before they do.'_

Several high-powered attack planes from the fringe airships behind _Iron Cloud_ had stole their way toward Hammerhead, low and fast. Among them where four trapmasters that bore the green arachnid emblem of _Jade Spider_ , flying two abreast above the two abreast below, and each of the four towed a corner of a large net. The squadrons of the _Iron Vulture_ veered toward them to intercept, but the ensuring firefight kept the net-dragging planes covered, and they made to snatch the parachuting bomb.

"Somebody punch the 'chute!" Ace London yelled over the radio.

 _'Actually,'_ interjected Gaia, _'I would not recommend letting a thermonuclear bomb free-fall from twenty thousand feet.'_

"Uh, right..." said Ace. The trapmasters were but a moment away from their target. "They're comin' at it with a net! Anyone here a bomb-catcher?"

And that's when...

* * *

… The _Sea Duck_ swooped in behind the net-dragging airplanes. Baloo had found her new engines to have some kick. He pushed the nose of the plane into the back of the net, and forward, until the those new fancy chrome-plated propellers did some slicing and dicing. Baloo, though, had his sight transfixed in the short distance ahead, the fat bomb floating in the sky. They said it could wipe out a whole city, and he'd be darned if it didn't _look_ like it could.

The net mesh was shredded, but the trapmasters were oblivious to that fact. The outer ropes of the net still connected their planes, and when they sped past the bomb, instead of catching it, they only succeeded in severing the strings of the parachute. The bomb went into free fall.

"Baloo, fly away!" yelped Molly. "If it goes off...!"

Baloo, however, had other plans. Well, 'plans' wasn't the word. He didn't plan it. He hardly even _thought_ about it what he was doing. It was all quite binary in his head: bomb hits ground, _bad_. Bomb gets caught, _good_.

He whipped the _Sea Duck_ in a sharp turn toward the bomb, throttle full forward, and climbed. Molly thought for but an instant that he was taking her suggestion, until he did something odd ― as in quickly getting up and pushed the back cockpit door open, then jumped back in the pilot's seat.

"Baloo, what are you doing?" asked Molly.

"Not sure," he said. A pull of a lever, and the _Sea Duck_ 's back ramp opened, and just as quick, he pushed the nose of the plane into a steep dive. They swooped past the bomb in mid-air, almost close enough to stick your head out the window and lick it.

"Baloo... what are you _doing?_ "

"Don't know, don't talk!" was his answer. Rubbernecking over his right shoulder, he adjusted the _Sea Duck_ until the bomb was directly in view behind him. Molly, however, was stuck looking at the impending ground they were about five seconds from crashing into.

Working the flaps and throttle, and never taking his eyes from the bomb, Baloo slowed the _Duck_ enough so that the bomb gently lofted into the cargo hold. Once in, lever pushed, ramp closed, NOSE UP.

He had pulled on the yoke like he had never done before. The size and weight of the bomb became an instant burden against gravity, and it rolled and crashed around in the back. Molly shielded her head under her arms, closed her eyes, and the plane dove into the thick of the the Sylvanian forest...

… and back out. It clipped a swath of tree branches on the way, but rose up and over the treetops. Molly opened her eyes ― and she saw Baloo just did, too ― a bird's nest was on the nose, against the windshield. Mr. and Mrs. Bird squawked and flapped their wings at them. They were awfully pissed. The wind swept them away back into the forest.

"We got it," gasped Baloo. "We got it! We got ― uh, _now_ what?"

 _'Atta boy, Baloo!'_ cheered Ace London. _'Now get that turd on the big metal bird! Everyone cover 'im!'_

 _'Get over_ here _you gallivanting goose-pimples!'_ ordered Karnage, to seemingly everyone. Because apparently...

* * *

… Don Karnage was having a fiasco of his own. He was solely fixated on what remained of the _Hammerhead_ zeppelin. He, flying in his plane, had never left it, as it's burning husk slowly sunk closer to the ground. The _Iron Vulture_ , en route to his location as ordered, had to take evasive maneuver to the side, because _Iron Cloud_ 's artillery cannons had just come into functional range.

The blasts from Cloudkicker's flagship were wide and scattered, but unceasing. At that range, the likelihood of striking a single plane was far fetched, but they didn't seem to be concerned with Karnage's plane at that point: they were aiming for _Hammerhead_.

Karnage felt the _crack_ in the air as the shells slammed into the nearby mountain slopes, causing landslides and avalanches.

 _'Captain, that airship is of no tactical value,'_ advised Gaia. _'We can safely let it go.'_

Karnage, gripping his radio mic as if to strangle it, begged to differ: "If this ship is lost, I am going to _cut off_ your tactical valuables!"

There was a pause before Gaia responded, _'If that was directed at me, I don't quite understand the ―'_

"SAVE THIS SHIP," Karnage roared into the mic, then threw it down.

He was seething. These ignoranimooses had no idea what was stashed on board. Maybe he should tell them now, then they would _all_ come running to help...

… or, lose all their faith in him and abandon him. He had not thought this through very well. He kept it secret for their own good. They looked up to the Red Wolf as a fearless hero who was going to save the skies. If they ever thought he was in it for _the money..._

They would find out in time, of course, but he would prefer to wait until he was able to soothe their concerns over with fistfuls of cash. Everyone knew about his quest for the bomb; it was THE mission to take it away from Cloudkicker. Few, however, knew of his little side-project: raiding Skycastle, or, as Karnage knew it, Cloudkicker's personal piggy-bank. It was pure luck for him that the mountain fortress happened to be hiding the bomb as well, but the prize was in the vault: an estimated one hundred million.

The greater plan was, once Cloudkicker was disarmed of his bomb and left to deal with the wrath of the world no longer deterred, Skycastle would be ripe for plunder. The Prince of Pirate's last plundering hurrah, his greatest yet and ever to be. He would give his crew a fractional but gratuitous payout, and abscond with his love to live in lavish luxury for the rest of his days.

It was all about to be blown away if they didn't hurry.

The _Vulture_ had the equipment on hand to winch down clamps and secure the crippled zeppelin under its belly. Such could have been used toward saving _Sky Wolf_. Karnage was insistent, however, and even as the _Iron Vulture_ headed his direction at full speed, he clamored for it to move faster. It wasn't fast enough. The shells kept coming, as did _Iron Cloud_ 's approach, the mighty sky juggernaut the epitome of an unstoppable force. The cannon fire quickened, the shells still wide of _Hammerhead_ but each getting closer to their mark, and exploding acre after acre of mountainous terrain as if to make the very earth unravel.

Then a shot finally hit; the zeppelin's tail disappeared in a cloud of smoke and debris. "No! Nooo!" cried Karnage; the fervent air of his yammering fogged the glass of his cockpit. "Nnn―" The next blast came within a second. It hit the zeppelin dead center, igniting its sizable fuel reserves. The explosion was immense. "―nnnooooo!"

His plane was swatted away by an invisible blow, and Don Karnage only saw fire, and for just a instant, the glass of his cockpit shattering. His plane, the sky ― fire everywhere, bright and searing. Then he saw nothing, just dark; it had struck him, out of nowhere, the nightmares that had often woken him from his sleep ― the ghosts from that fateful day, screaming in the darkness as the _Iron Vulture_ burned from the inside. He heard them wail, smelled the choking smoke, tasted the grime on the floor, felt their clamoring stomps as they ran blindly to seek an escape, felt the wet blood trickle down his shirt and pant leg. It was all in an instant, but he was lost in that moment for what seemed like an eternity, fumbling his way through the darkness, scared ― _defeated_.

The searing heat around him suddenly became icy wind, and the memory faded into reality. He blinked. Cold sky surrounded him, a burning zeppelin up above. His plane had done a little bit more than catch fire; it fell apart, and hurled to the ground in pieces. In pieces around him, not with him in it. And it was raining! Raining cash, burning green notes of copious round numbers fluttering downward.

To be honest, it was quite an interesting sight, he considered, and probably fitting that it would be the last thing he should ever see. A literal and symbolic image of his failure all in one.

He yelped loudly when his back suddenly slammed into something hard. It broke his fall, maybe his tail bone, too. Strange, it didn't feel like the ground, and he didn't feel splattered. He was still in the sky. Dazed, he rolled over, and saw Baloo gaping at him from behind the windshield.

He had been saved, scooped from the sky the nose of the _Sea Duck_.

He scrunched his nose and snorted at Baloo; not your typical response to having your life saved, but because Fattypants Furface would probably expect some sort of thank you. A crisp, handsome one-hundred dollar bill slapped against the windshield and flattened there, catching the attention of Karnage, Baloo, and Molly. Karnage looked up and licked his lips; they were flying through a blizzard of cash, some notes burning, some not ― some getting shredded by the _Sea Duck_ 's propellers.

Karnage swiped his arms wildly, trying to snatch anything and everything he could. In this action, he had lost his hold against the wind and his knees slid away from the plane's nose. He hardly noticed ― his fingers were inches from this note, and he almost caught that other one, and there's another over there to his right! ― he hardly noticed until he was practically being strangled by the collar of his coat. Baloo had caught it through the window when Karnage slid away. It didn't keep Karnage from grabbing at the floating cash.

"Karny!" grunted Baloo. "Losin' ya! Get with it!"

Then Karnage looked at his feet, dangling thousands of feet above the ground. He yelped and grabbed Baloo's arm, and was pulled inside ― not without considerable effort from both of them ― through the window. Once in, his sight was blurry from tears, for all those beautiful green notes being swept away in the wind instead of un-emptying his hands.

"Money?" said Molly, glaring at him. "This was all for money!"

Not the exploding zeppelin, not his plane on fire, not the fall, not being slammed into the _Sea Duck_ 's nose, but the battleaxing bookworm's voice, _that_ gave him a headache. He cupped his temples with both hands. "No, girl, not just money..." His voice had wavered for a beat, and he inhaled deeply: "A STINK-LOAD of money!" It made her flinched and sit back in her seat.

Baloo, wide-eyed, was scanning the airborne cash. "How... how much is a stink-load?" he asked, after a audible swallow.

Something rolled in the back noisily, something so heavy that when it did, it made the entire plane pull. Karnage curiously opened the back door of the cockpit, peeked, closed the door, and blinked as he turned to Baloo. "Did you know you have a very big bomb in the back?"

 _'Big Kazoo!'_ alerted Gaia on the radio. _'A new airship is incoming, headed your way. It's fast and it's... hot. Its heat signature is stronger than its radar profile.'_

Karnage, Baloo, and Molly looked on out the windows. They saw in the distance _Big Kazoo_ hovering low over _Sky Wolf_ , the latter zeppelin which had gone down to the ground, while the prior had ropes and ladders dropped and was taking on evacuating crew. Red Wolf planes were swarming the area, but Cloudkicker's forces had peeled away. That seemed to be a good thing, until between two mountain peaks they spied the incoming airship in question, rocketing upon pillars of flaming jets. It headed straight for the Red Wolf zeppelins.

 _'It's_ Inferno! _'_ cried Goldie. _'We're gonna need some help over here! Hurry for godsakes or we're about to become flambe!'_

Don Karnage swiped up the _Sea Duck_ 's radio mic so fast that it fumbled in his hand. "Vulture!" he yelled into it. "Go go go!"

 _'We're on it,'_ said Gaia. _'Diverting three wings of Thunkeryaks to ―'_ The voice paused.

"Man, I _hate_ when she stop talkin' like that," said Baloo. "'Cause nothin' ever good comes next."

Don Karnage, however, already knew what was about to be said. He saw the flare of fire in the distance, the afterburners igniting on Cloudkicker's jet. "Uh-oh," he muttered.

Gaia continued: _'Sea Duck! You have the bomb_ and _Don Karnage on board. I believe Cloudkicker has become duly aware of this. He's after you. We don't have more planes to cover you, you have to come to us!'_

"See what I mean?" said Baloo, shrugging.

 _'We're with you,_ Sea Duck _,'_ announced an unknown pilot, one of dozens from the _Iron Vulture_ who all gathered around the yellow sea plane, including several in front, acting as a forward shield. And above them was a plane that dwarfed them all, the _Hammerhead_ bomber. Molly clasped her chest, her breath taken away by the sound of their engines quaking the air, and the sight of the solidarity they showed, coming together to protect the _Sea Duck_ as a formidable _one_.

Ace London spoke on the radio: _'Baloo, whatever you...'_ It sounded like he paused to swallow. His tone was untypically solemn. _'Just make it count, okay?'_

Then Dan: _'But that's just 'cause we can get killed here, so no pressure, pal.'_

Fresh sweat fell from Baloo's brow, running down his cheek. The realization was stunning, that they were all there for him, to protect him, as if his life was somehow more important than theirs. It was a sudden and bewildering burden. He glanced at Molly; she was smiling at him, a hopeful, believing smile. "No pressure," she repeated.

Leave it to Don Karnage to clarify a thing or two. "Pressure," he said, pointing at _Avenger_. It was coming in alone, meeting the _Sea Duck_ , and others, at raging speed. Its smoke trail became a bulging plume. Halfway to their location, it had exceeded the sound barrier, producing a visible bubble from the tip of its nose to its tail, then leaving the bubble behind. Cloudkicker had soared into attack range from miles away in but a moment.

 _'Here he comes! Ready and aim, gang,'_ said Ace London. _'Feel free to waste some bullets!'_

Bright, fiery dots spat from _Avenger_ 's main gun. The Red Wolf squadrons, likewise, opened fire. It was numbers versus potency. A few solid hits pierced _Avenger_ 's metal skin, but nothing to slow it down; several Red Wolf planes, meanwhile, were instantly blown to pieces upon taking one or two hits from the spray of the autocannon.

"No!" yelped Baloo, flinching as a plane in front of him lost its wing and spun away. It gave view to _Avenger_ charging right at his nose. It was shooting. He wrenched the yoke hard to the right, inverted, and pulled straight toward the ground. _Avenger_ went over above him ― silently ― and in a beat the BOOM of the sound barrier came thundering in his eardrums. The _Sea Duck_ cracked and groaned in its wake.

Baloo was staring at the ground, yet did not know which way was up... or left, or right. His ears rang fiercely and his eyes ached. He felt Molly's hand shaking his shoulder; when he saw her, her other hand was cupping her head, for she was feeling the same effect. At first he could only try to read her lips, but as the ringing sensation subsided:

"Pull it together, Baloo!" she yelled.

He did, leveling the plane, shaking his head as if to shake out the cobwebs.

"That was... ugh," groaned Molly, doubling over in her seat. "I'm gonna be sick."

A hand rose up from the floor, grasping the side of Molly's chair. Don Karnage wobbled to his knees, snarling at Baloo. "A little _smoother_ next time, if you please."

"No time for that," huffed Baloo. He was looking over his shoulder out the window. "He's gonna turn around and get on my tail." Then, he mumbled to himself, "Make it count."

Dan Dawson, meanwhile, had told Gaia to clear Cloudkicker's radio channel, which was obliged.

 _'Hey,_ Ace _,'_ Dan wheezed over the radio, but was heard aside, presumably to Ace London, _'No, not you, lug nut,_ him _. I called him Ace of the Skies when I ― never mind! Yo, Ace! Got your big fancy plane over here! How'd ya like to get your name up in lights?'_

It worked. While the _Sea Duck_ had the opportunity to gain distance, and the Red Wolf attack planes re-positioned for offense, Cloudkicker had veered his jet toward the bomber.

"They're taking the heat off us!" said Molly. "Baloo, now's the time to make a break for ― what are you doing?"

The _Sea Duck_ was turning back into the fray, not away from it.

"You know, I must be admitting," began Don Karnage, then he was speaking through gritted teeth, "that is a _very_ good question."

"I'm not gonna go out-runnin' 'im, that's for sure." He wiped sweat from his brow his his arm. "Way I see it, the only way to keep 'im off _my_ tail..." His voice trailed away, as he considered the peril of this choice, the best he could think of, and looked up at quick, vicious maneuvers Cloudkicker was pulling to evade fire from his foes while attacking the bomber. He had never been impressed by another pilot, not since he was a cub and the days of Whistlestop Jackson. Little Britches had become one incredible pilot. "... is to stay on his. You two better hold on tight. This ride's about to get bumpy."

Meanwhile, as the _Iron Vulture_ rushed to the aid of _Big Kazoo_ and _Sky Wolf_...

* * *

 _'We're getting hammered over here!'_ Goldie shouted over the radio.

"We're working on it," replied Gaia.

It was Cloudkicker's airships, which had finally come within firing range. While _Inferno_ ingressed, and while still partly distracted by the Red Wolf squadrons that broke away earlier to flank them, they blasted the area of rescue with their cannons. Worse, _Iron Cloud_ had turned to join in. Cloudkicker's warplanes had vacated the area for their own sake.

"Priority one is _Inferno_ ," said Gaia. "The other airships are _likely_ to destroy our zeppelins. _Inferno_ most definitely will. Aim directly for it."

From the view of the bridge, on either side, the _Iron Vulture_ 's great front cannons extended and readied to fire.

"Big guns loaded and ready to light up," said Valentine, relaying a message he received over his headphones from Van Petz.

"Mr. Valentine, have them fire as soon as we're in range," said Gaia.

"You got it, toots."

" _Kazoo_ , status on the evacuation?"

 _'We got 'em all!'_ reported Goldie. _'High-tailin' it now!'_

Gaia, floating at the window over the shoulders of the sky marshals, re-calculated velocities and vectors. A green laser beam emitted from the orb, pointed at _Inferno_. "It's is coming in too quickly. They're not going to get away from it."

The people on the bridge flinched as the _Vulture_ 's front cannons fired, two simultaneous blasts that quaked the entire ship. Exactly one and one half seconds later, the shells hit their mark, and a great ball of smoke bloomed from _Inferno_ 's outer hull. Someone shouted 'bullseye!' followed by a round of cheers. When the smoke cleared, however, Inferno continued to move forward at speed, bearing only large dents in its gunmetal hull.

"Didn't work!" cried Charles. "Didn't work! Crap, that things' lighting up!

And so it was. The maw of _Inferno_ swirled from within with the large, heavy fans, components brightening red-hot. The six roaring, vertical jets that kept it airborne were roasting the forest below, leaving a trail of burning trees behind.

"Okay, new plan," said Gaia. "We have to interfere with its main weapon's trajectory toward _Big Kazoo_. Mr. Lafleur, we need an emergency collision course. Full speed!"

The helmsman, stunned at the suggestion, stayed at the exact speed it was already at, thank you. "We can't run into that thing!" he said. "We'll get blown up!"

"Yes, we would," agreed Gaia. "We wouldn't reach it in time, anyway. _Kazoo_ , prepare for collision."

 _'I'm sorry... what?'_ replied Goldie.

Gaia explained: "The _Iron Vulture_ can withstand its main weapon's blast, at least momentarily. You can't. We have to take the hit for you."

"And then what?" The helmsman wanted to know.

"Simple." And to elaborate its point, Gaia projected a blue holographic image, X-ray like, of Inferno's inner workings. "It's armor is too thick, except this point in front." The image was highlighted bright red indicating the mouth of the main cannon. "There's a careful balance of highly pressurized, flammable liquid feeding the fire cannon. Rupturing those feeds will be catastrophic."

Lafleur curled his nose at the idea. "You want us to knock _Kazoo_ out of the way, get roasted, while tryin' to shoot it in the throat?"

"Yes," said Gaia.

The helmsman looked around for a second opinion. Just a room of blank faces with no better ideas. "If we miss?" he asked.

Gaia whirred, as if calculating the consequences of that event. "Let's not."

Doctor How winced apprehensively out the window, wringing his hands together. The attack squadrons from _Sky Wolf_ and _Big Kazoo_ were drawing heavy fire from some of the enemy airships, but they had barely half of Cloudkicker's fleet occupied. The others were moving in, taking pot shots at the Red Wolf zeppelins. The Thunderyaks were still tangling with the other attack planes, and Gaia had none to spare against the airships. And then there was _Iron Cloud_ , which, in completion of its pursuit of _Hammerhead_ , had turned toward the _Iron Vulture_.

Doctor How swallowed. His analytic mind didn't have to have the speed of a super-computer to calculate the battle's status, but... "Gaia, we're not..."

"No, we're not," Gaia was quick to answer.

Valentine gave them a sidelong glance, removing on of the headphones from his ear, obviously startled by that short conversation. "We're not... what?" he asked.

Doctor How, frowning, turned to answer him, and found forlorn faces on the entire bridge listening. He hesitated, then answered: "Winning."

Gaia interjected: "The odds _will_ turn, we just need to hold out a little ―" A blast rocked the _Iron Vulture_. The bridge yelped in unison, and the airship keeled to port. Balances were lost, feet were sliding, everyone scrambled to hold on to something. Gaia alone remained unfazed. Through the eyes of the Auto-Aviators, it could see everything outside: the _Vulture_ had lost three rotors on top port side, courtesy of a landing shot from _Iron Cloud._ It was coming for them.

* * *

The _Sea Duck_ , trailing _Avenger_ , zipped past Dan Dawson and Ace London on their way down; they had grabbed onto a single spare parachute and were headed for the ground in the midst of the mid-air firefight. The _Hammerhead_ bomber, the great flying wing, had proved little challenge against Cloudkicker, and had been perforated in half, right down the center, by _Avenger_ 's bullets.

Baloo was giving it all of his concentration, leaning up at the edge of his seat. _Avenger_ jinked this way and that, and was weaving seemingly like magic against the slew of Red Wolf planes desperate to take it down. But for every turn, every roll, every surprise, Baloo matched input for input, keeping in the smoking wake of the jet engines, often with the turns so tight that the nuts and bolts holding the _Duck_ together groaned in protest, let alone the bomb in the sliding and rolling around.

Suddenly an errant bullet from a Red Wolf plane pierced through the windshield, and ricocheted in the cockpit. Molly ducked and Don Karnage yelped and hopped on one foot. "Yeowch! Watch where you're shooting, you trigger happy hooligans!"

Baloo was practically oblivious to it, however. His mind and vision stayed locked on the jet in front of him, turn after turn. At this speed, at which _Avenger_ was a formidable, maneuverable close-range dogfighter, the _Sea Duck_ was able to keep up with the paces. Up, down, left, right, Red Wolf planes were going down in plumes of smoke wherever _Avenger_ turned. Baloo was beginning to wonder, though, if in all this maneuvering wasn't just for fighting, that maybe Cloudkicker was searching, too, for the _Sea Duck_.

It wasn't quite so. Following a high climb, _Avenger_ leveled out, and slowed to a glide. Baloo was puzzled, but stayed close on the tail, actually having to throttle down so not to overfly the other. Then Cloudkicker's voice broke on the radio, recently relieved of Gaia's interference:

 _'Gloves are off, Skipper,'_ said he. _'Let's see what ya got.'_

Afterburners flared, and _Avenger_ twisted and rocketed into an inverted dive straight down. Baloo yelped a uncouth word ― the kind you use when you crack your shin on the coffee table ― which made Molly and Don Karnage start even more than the actions of the jet in front of them. Baloo pulled the _Duck_ into the same dive, and cranked the throttle forward. Karnage then began what would be a litany of uncouth words ― even though they were in Spanish ― because he was being thrown around the back of the cockpit like the inside of a maraca. _Avenger_ turned and began to roll, and suddenly a strange sense of familiarity came to Baloo. He _knew_ this stunt. He invented it and named it the Baloo Corkscrew. So then, he followed _Avenger_ on the way down with practically psychic precision, knowing the move from start to finish. That's not to say it made it easy, it was a difficult move keep control of, nor could he find any boost of confidence, probably because he was used to being the plane in front, not the plane trying to keep up, and from what he could tell, the plane in front was making the whole maneuver look effortless. Baloo was grimacing deeply, the doubt sinking in that, for once, he was out-matched as a pilot.

At the end of the dive, the _Sea Duck_ had stayed on the tail of _Avenger_ , and the two planes pulled up over the rising slope of a deep valley. "Oh, baby," Baloo exhaled, not realizing he had his breath held for the entire dive. He blinked to focus; no matter how many times he did a Baloo Corkscrew, it always made him a little dizzy right after. Karnage, eyes rolling around his head, wobbled to his knees between the seats. "Nicesh," he muttered, then collapsed.

"Wow," said Molly, looking back at the sprawled out pirate with surprise. "You knocked a compliment out of him."

 _Avenger_ suddenly slowed on the climb, coming to a near stall, and it _flipped_ ― like a flapjack ― so that in half a heartbeat its nose, and all six barrels of its autocannon, were suddenly in Baloo's face. Molly screamed; Karnage gurgled; Baloo, with momentary hypnotic effect, watched the six barrels of the gun start to spool. He cried out and whipped the _Sea Duck_ hard to the side as fiery bullets started spewing; the underside of the fuselage was perforated, and in that tight turning maneuver, Baloo actually saw chunks of the _Sea Duck_ 's skin, from _somewhere_ , fly away before his eyes. All that quickly, _Avenger_ was now on his tail as they sped down the mountain slope. Baloo about choked on his own words: "What! _No one_ can fly like that!"

Bullets were raining into the evergreen trees before them. Not from _Avenger_ , but from all the Red Wolf planes trying to catch up and shoot it down. To his right, Baloo suddenly noticed a dividing line between the trees, where a narrow river knifed through the valley. He decided that the sky was no place for an airplane to be right now and turned toward the river. The speedometer clocked over 200 as the wingtips of the _Sea Duck_ sliced under the treeline.

Groaning, Karnage poked his head up again, noticing the blur of branches whisking by, and the water almost close enough to dip his toe in. His eyes were still crossed, and he smiled dizzily with the epiphany of strategic brilliance. "Ah, the ground! Yes, yes! We crash _before_ he shoots us down! That will teach that brat to ―" The epiphany wore off and he blinked, holding onto Molly's chair for dear life as the plane took a sharp turn before it careened into some pines. "Auugh! What are you _doing_ , you suicidal son of a sock-puppet?"

"Losing him," Molly answered on Baloo's behalf, lest Baloo have to take his concentration off 'the road,' a road which churned white over rocks and small falls where salmon jumped, weaved left, right, left, right, and sprayed mist against the windshield. "Where do you _get_ these names, anyway?"

"From a handy-dandy little book called _shut up your face!_ "

The forest was thick and ancient, the evergreens mighty and tall. With each turn with the river, the trees provided a new corner of cover ― walls of cover that were exploding as they sped past them, blowing thousands of bits of splinters, cones and needles into the _Sea Duck_ 's path. _Avenger_ was still clinging to its pursuit, shooting through the trees with each turn, taking blind aim and demolishing old, strong tree trunks as if they were nothing but matchsticks.

"Well!" said Karnage, "I _hate_ to be the sad-bearer of bad news to bears," and he added with a snarl, "... not really... but it would seem to my precising perceptuals that he is, perhaps, _still shooting at us!_ "

"At least he's missin'," gulped Baloo.

The radio traffic suddenly lit up with an air of excitement:

 _'Got 'im! Got 'im!'_

 _'He's hit! Yee-haw!'_

 _'Watch out, here he comes!'_

It would seem that in blanketing the distance between the _Sea Duck_ and _Avenger_ with cover fire, one or some of the Red Wolf planes had finally hit their target. It had forced Cloudkicker climb away from the river to deal with the attack planes. Baloo stayed his plane steady over the river's path, not risking coming out of cover just yet. Now, at least, there was some small allowance of relief, considering the things you usually took for granted when flying through a forest... like trees not exploding in your face. He stole fast and away from the aerial battle, at last exiting the valley were the river dropped into a long fall. It was there, then, that they had a clear view of the _Iron Vulture,_ dented and crippled, swooping low over the terrain, and the sun had hidden away, a stretch of the forest before them fell dark. They were, inadvertently, under the shadow of _Iron Cloud_.

It wasn't pretty. Baloo recoiled in his seat, Molly covered a gasp with her hands, and Don Karnage lost his breath, doubled over, landing his left hand on the dash, and with the right, reaching, though stopped by the windshield, but reaching as if he could somehow pluck the _Iron Vulture_ from its doom. Cloudkicker's airships were approaching to surround it, firing everything they could, and most terrible were the resounding thunderous blasts from _Iron Cloud_. The _Iron Vulture_ had just collided with _Big Kazoo_ , akin to shouldering someone out of the way ― the impact sent _Kazoo_ hurling to the side, its hull broken and gasbags critically damaged, and while the earth was being shelled to sunder around them, _Inferno_ , charging now face-to-face with the _Vulture_ , deployed the full measure of its fire-spewing cannon. The gout of fire was massive and relentless, brightest and reddest where it struck the head of the _Vulture;_ flames shivered over and under, the iron skin of the _Vulture_ smoked from nose to tail ― Red Wolf crew cried out over the radio, superseded by Gaia's voice: _'Everyone, help is on the way! Hold on just a few ―'_

The radio went dead. The _Iron Vulture_ and _Inferno_ disappeared altogether from sight in a great, intensely bright fireball. Molly jumped out of her chair, screaming, "Charles!"

The heat of the blast could be felt almost immediately, and a visible sound wave bent tree after tree in an expending sonic ring. The _Sea Duck_ rattled when the thunderous wave rolled past them in a beat.

What was left when the fireball dimmed was a giant mountain of smoke, thick and black, impenetrable by sight. The forest was ablaze. Molly grabbed the radio mic and began desperately to call out for Charles, for the bridge, for _anyone_. Everything had been set up beforehand so that all frequencies were under control of the _Iron Vulture_ 's bridge (Gaia), and now, nothing. Not even a cry for help. Not even static. In the meantime, Cloudkicker's airships and warplanes fought on. There was no pause or respite. Red Wolf planes still flew against them, but the scores of Thunderyaks that yet flew began to veer aimlessly, no longer under any control, and they were being lost in droves, getting shot down or plummeting into the forest.

Don Karnage could not even muster his voice. His knees were buckling by the inch, his hand still to the windshield, reaching out to someone. Forlornly, he bowed his head; his face twisted with a writhing groan, and he backed away, staggered away, slowly, as if about to topple over any second. Baloo glanced at him, seeing nothing of the commander that had brought them here. Vanished was the confidence and flamboyance that had been at perpetual odds with his scarred and grayed visage. The weight of hard years had caught up at once, the wrinkles at the corner of his eyes seemed more pronounced down the side of his face. The dreaded prince of pirates, the heroic Red Wolf ― there was no sign of either ― both had withered into an feeble, beat-up old man. It wasn't until then that Baloo began to realize, in short order, that, in that giant explosion, this fight was lost.

"We have to get in there," Molly urged Baloo, indicating the veil of smoke. "They need our help!"

Baloo was stuck, however, in an amalgamate of emotion, trying to processes it all, all this death and destruction. This loss. He blinked because the explosion had left bright spots of light lingering in his sight. Never would he had fathomed he would look to the _Iron Vulture_ as some sort of beacon of hope, but now the thought of it being gone, all the people on board, gone, it was so much and so fast.

"Baloo!" cried Molly.

He snapped out of it, if only barely. "Help 'em... but..." The word on the tip of his tongue, was _how_.

Molly knelt at the side of his seat, grasping his arm. "Think of something?"

The way she was looking at him had brought about the most magical (or cursed) sense of _d_ _éjà vu_ in Baloo's eyes; he saw not a lady, but a six-year-old girl he knew, a round sunshiney face, a button-nose, and blue ribbons in her hair, trusting him once again to save the day. He practically heard her words in that little girl's voice. It was a glimpse of everything he longed to have back in his life. What simple, child-like faith she had in him, he felt the onus to find it in himself. Or at least pretend well enough. All he knew was that life would be a lot better if the universe would find someone else to save itself for once.

"All right, _all right_ ," he said. "H'oh, boy. Strap back in."

So, bomb in back, pirate in front, navigator shooting him out of the sky, flying into fire... well, the world may have been upside down, but at least it was consistent about it. About time to stop being surprised. He flew headlong toward the smoke.

Outside the blaze, they saw the pirate airships had taken their aim to _Big Kazoo_ , which wasn't going anywhere fast. The right side of the zeppelin's hull was smashed in the shape of a tin can that had been stomped on in the middle, all of its propellers on that side were wiped out. It was barely airborne, but its broadside cannons, port side, turned toward toward its assailants and was blasting with adamant spirit. A last stand. Behind it, smaller ground explosions erupted in the aftermath of the larger one.

Molly covered her face in her hands after she buckled her seat belt. Maybe unable to watch, maybe praying, probably both. Karnage, meanwhile, had slunk down the back corner of the cockpit, resembling a pantomime of being beat down by invisible fists. His face had melted and sagged like warm wax into an deep and ugly grimace.

"C'mon, guys," urged Baloo. He found his own hands quivering on the yoke. "Don't you crack up on me, now. Karny?"

"Fly _away_ from there, you idiot," huffed Karnage.

Molly snapped back at him, "Someone I _love_ is on that ship."

Such had stirred Karnage out of his slump, only just enough, and only for just as brief, for him to lean forward and give her a sidelong glare that was seethingly indignant. But then he collapsed back against the wall, and tilted his head far back as if he could not roll his eyes far enough. " _That_ will make you the fool every time," he said quietly.

"And you still have people flying and fighting for you," Molly added.

" _Dying_ ," said Karnage. He frowned while laughing the unhappiest little _ha,_ slouched over his knees and and hid his face in folded arms. "I gave it everything. Everything."

"C'mon, Karns," said Baloo. "If _I_ can pretend to be holdin' it together, so can you."

The wolf scoffed loudly. "Easy to say for Mister I-Just-Rolled-In-From ―" His words caught in this throat when he went to give Baloo a dirty look, as the sight from out the windshield caught his attention instead, a wall of billowing smoke. His eyes went wide, and he was struck with terror, suddenly gasping for breath. With a fearful cry, he scooted his feet backward, as if trying to push the very wall he sat against back farther. His arms flailed, hands grasping blindly for something that wasn't there. Then he cupped his ears hard in his hands, grinding his palms against his skull, trying to drown out some terrible noise that no one else could hear.

Baloo wasn't sure what was seeing, except Karnage was _really_ losing his mind right before his eyes. "Hold the wheel," he ordered Molly, who assumed the pilot's seat while he got up. He knelt beside Karnage, careful to avoid kicking feet, and grabbed him by the wrists, jostling to get his attention back from the waking nightmare he was trapped in. "Hey, hey! C'mon! Snap out of it. Karny!"

"I _can't_ ," he croaked shakily, with great effort. His ability to reply just those two words were his only concession to reality.

The cockpit went dark, the sunlight filtered deep red, and the plane suddenly dipped erratically. They were in the smoke. Molly, wrestling with the wheel, cried out for Baloo to help. With little choice, Baloo left Karnage to his flailing nightmare and lunged to take control of the plane; Molly was almost squished before he wriggled out of the seat. "Hold on! Fire's sapped the wind outta the wings!"

It was a dark, turbulent descent, the plane deeply listing left and right, alternating as Baloo struggled to correct course. For his efforts, it came about in a slow and careful speed. When the smokey curtain faded, bits of blue sky began to permeate from above, and yard by yard the visibility extended, until it was met with a sudden, very unexpected, very solid, very _purple_ end.

"Whoa-ee!" yelped Baloo. He jinked hard to the right, the left wingtip scraping and shedding sparks against the purple-painted metal mass rising. The _Iron Vulture_ hobbled skyward with about half of its rotors intact. The radio hissed static again, then:

 _'Apologies for the comms outage, everyone,'_ said Gaia. _'My omni-frequency fluctuators sustained a modicum of interference while we were being roasted alive. And oh, we just destroyed_ Inferno _. No big deal. All heads aboard the_ Iron Vulture _are accounted for.'_

Molly grabbed for the radio mic. "Charles?"

 _'Here,'_ he replied. There was audible cheering in the background. _'Worse for wear, maybe, but here.'_

Molly sighed deeply, momentarily clutching the mic to her heart. "I was so worried, I― oof!" With the assistance of a rude elbow, she had the mic promptly stolen from her hand.

"Girl!" Don Karnage hollered into it, his ear cocked to the speaker.

 _'Right here, Cap,'_ replied Marty. _'Ugh. I feel like a piece of toast.'_

Karnage heaved with something that was all at once a laugh, a gasp, and a sigh. Then, a snarl:

"That's what you get! I told you and your nosy, not-listening-to-me annoyanceness not to follow me here!"

Molly blinked at him. "If she'd stayed behind, she'd be..."

"I know and shut up," snapped Karnage, tossing the mic away. "I need to yell at _someone_ about _something_ , so what." He stood up straight and tall, with a renewed vigor, his eyes shone intently like the episode he had but a moment ago never happened. He even managed to grin, devilishly so, as the _Sea Duck_ darted past the prow of the _Iron Vulture_ , and before them lie the wreckage of _Inferno_ , twisted metal hunks and scraps scattered among a smoldering black bowl that used to be forest; the trees within the bowl had been incinerated to ash instantly with nothing left to burn. Nearby, the remains of _Sky Wolf_ blazed away, and beyond that, for a hundred acres around, a great ring of fire and smoke filling out the valley.

 _'Caution,'_ announced Gaia, _'Cloudkicker's airships have stopped firing on our location. Getting the Auto-Aviators back online, stand by.'_

While Baloo and Molly shared a glance that asked if there was a problem somewhere in that information, Karnage's fur was tingling up his neck. "Turn around," he told Baloo. "Get _in_ the _Iron Vulture_. Now!"

 _'Heads up!'_ a Red Wolf pilot shouted. _'He's too fast! Can't stop him!'_

 _'Uh-oh, so I see now,'_ said Gaia. 'Sea Duck _― move it! Warplanes inbound! Cloudkicker inbound!'_

Baloo turned the _Sea Duck_ around and made for the _Vulture_ 's open beak. To his right, Cloudkicker's warplanes banded together en mass, ignoring the Thunderyaks altogether and poised to finish off a new target. To his left, _Avenger_ came rocketing into the area from the _Vulture_ 's rear flank, bullets spewing, strafing the side of the airship. Metal shards splintered away where the bullets fell, making a long, cratered trail. Several Red Wolf planes pursued him, but for lack of matching speed fell far behind. Cloudkicker did not turn to make another pass at the airship; he went straight, head-to-head for the _Sea Duck_ and cut off its ingress.

Baloo dodged the incoming bullets with a classic Immelmann, flipping the _Duck_ over (and Karnage screaming: _'not again!'_ ) and pulling into a inverted half-loop, brushing over treetops. He had no time to think that one through; the maneuver had kept the plane from becoming perforated for the instant, but put _Avenger_ square on his tail. There was no cover in sight this time. The smoke from the nearest stretch of forest fire was the only thing remotely feasible to break Cloudkicker's line of sight, and Baloo beelined for it with all the speed his plane could muster.

Karnage, yet again holding on to the back of the navigator's seat, woozily blinked at the hundreds of trees burning as giant torches. He groaned miserably. "You know, Baloo, flying with you has been a load full of barrel shooting monkeys, but I am thinking I will just _jump_ _now_ , thank you."

"Aw, keep yer shirt on," grumbled Baloo. "Doin' my best here!" Fire in front, a killer jet in back, the air was roaring, and it was palpable.

 _'This is Commander Smith of the Uslandian First Naval Fleet,'_ said a man's voice ― a new voice ― on the radio. _'Where's the bomb?'_

 _'In custody of the yellow seaplane,'_ replied Gaia. For the lack of introduction, it was apparent this was not their first communication. _'You'll see it. It's the one about to be shot down.'_

"Wild guess, but I think they mean _us_ , Baloo," said Molly.

Baloo took one quick look in the side mirror, saw _Avenger_ bearing down at an utterly inescapable speed. "No!" he yelled, pulling the plane up, and then with every desperate jink he made: "No! No no no!" This all happened just as the plane crossed the threshold into the smoke, and the blazes below sapping the oxygen from the air forced the _Sea Duck_ in a dive; Baloo was pulling on the wheel with his shoulders into it like he was holding the reins of a speeding toboggan, because that's just how the plane felt, like it was running down a sheer, bumpy cliff. He had his tongue clenched firmly in his teeth, with an intense scowl creased on his face; the smoke had rendered the sky blind, and he had but his instincts to keep the plane from spiraling into oblivion. Years of by-the-seat experience coming to a head here, turning one way and the other, trying to focus only on the feedback of the wheel, the _swish_ of the wind under the flaps, sensation of gravity in his bones, the feeling that the wings were level ― he got it! The plane stopped fighting and steadied...

… except Molly's pony tail was standing straight up and Don Karnage's back was plastered against the ceiling. "The _other_ way, you upside-down idiot!"

"Whoops!" Baloo flipped the plane over, and Karnage fell into Molly's lap in a big tangle of arms and legs. A din of complains were yelled as they tried to straighten themselves away from each other. "Sorry, guys," shrugged Baloo. "Told ya, doin' my best!"

The instant the curtain of smoke parted, they were facing Sylvania's southwestern shore, where four zeppelins, shining metallic silver and blue, were before them, looming over a cold, rocky shoreline, where also darting over were scores of blue, single engine jet fighters, white stars on the tail of each and every one. These planes were Cyclones, the new staple of the naval aviation. In the gray ocean further back, ships ― _battleships_ ― chugged onward in approach.

"Usland Navy!" cried Molly, when Karnage had finally managed to roll away so that his ankle wasn't in her face. "Oh my gosh, not a second too ―"

 _Soon_ was the word, but she didn't get it out before the left engine exploded, following a burst of bullets from _Avenger_ ; the propeller spun away in fragments, one of which shattered the window in Baloo's left ear. He cried out in surprise and pain, cupping the side of his neck. His head rang in a cacophony of noises, none of the least was his own eardrum ringing, Molly yelling his name out to see if he was okay, Karnage yelling at him to pay attention, the bomb clanking around the back as the plane spun counter-clockwise out of control. He may as well had been trying to eye the horizon through the lens of a kaleidoscope; his equilibrium was shattered. Next thing he knew, the plane was zipping past the incoming navy planes ― or maybe those were seagulls ― he didn't know which way was up. Apparently Karnage and Molly did, because they were shouting: "Up! Up!" But that wasn't very helpful. Baloo was squinting: suddenly, _water_. He screamed.

The _Sea Duck_ skidded into the ocean, just beyond the surf, and skipped several times like a cast stone, tail spinning. It sent sea water splashing everywhere, which doused out the right engine. When the ride was over, and Baloo dared opened his eyes, water was streaking down the windshield. The plane was bobbing gently. It was quiet. It was practically serene. Molly was scanning around, wide-eyed, as if surprised they made it alive, and Karnage ― wait, where was Karnage?

"Karny?" It wasn't until then that he noticed his feet were resting on something soft. All the spinning had somehow hurled him under the dash, under the floorboard. Not by his choice, if you were to tell by unsavory words he was grumbling.

He crawled out between the seats, glowering murderously. He was so furious his face was twitching. " _That_ was your best?"

"Baloo, you're hurt," said Molly, pointing at his left hand. Baloo recoiled at the sight of blood, then he felt the the side of his neck, and winced.

"Lil' cut," he said. "I'm fine. You guys?"

"Oh, _now_ he cares!" huffed Karnage.

"We're fine," said Molly. "How's the bomb?"

Karnage opened the door, looked, and closed it. "Not blowing up. Where's the boy?"

Baloo and Molly leaned up, looking landward and above. In the foreground of the vast forest fire and its mountain of smoke, a whole new fight had broke out between Cloudkicker and the Navy planes. Cloudkicker's squadrons, Red Wolf planes, and the Thunkeryaks were closing in to join the fray. "Busy," said Molly. Then she looked out the right window, seeing four mighty, iron clad battleships, smaller destroyers escorting, and and two aircraft carriers, all flying the Usland flag on their mast. "Those are _our_ guys. We should turn the bomb in while we have the chance."

Don Karnage sputtered like he had just choked on a drink. "What! Oh no you don't. That little boom-maker is going nowhere except the _Iron Vulture_."

"Ah ha!" said Molly, an indignant _I knew it all along_ crossing her face. "I thought you didn't care about keeping the bomb."

"Don't you ah-ha _me_ , you nagging nuisance. I heard very, _very_ clearly, no? With the insides of the bomb, Mister Short-stuff Smarty-pants in the fancy shirt, and his flying ball-thing, they can get their time machine _machining_ again."

That had stirred Baloo to join Molly in giving him a suspicious stare. Molly asked, "Just what do _you_ want to do with the time machine?"

"Ah, only the one thing I have _always wanted_ to do," said Karnage. He made a motion with is hands like he was gesturing toward something immense in front of him, some grand vision before his eyes, and his chest swelled at the beauty of it all. "Yes, something I _will_ do, if it's the _last_ thing I do. A once-a-life-happening chance." He jerked his thumb at Baloo, turning up his nose at him as well. "To get rid of _him_."

"Uh... do what?" blinked Baloo.

Karnage snorted at him. "You think I would miss a chance to send you away forever? Ha! I'm laughing at you! Ha ha ha! Ha. Still standing here laughing while we are not going anywhere. Start flying _any time_ now, you sluggish... slug."

Baloo then looked at Molly, who was frowning at him. With everything else going on, he had practically forgotten about Doctor How's explanation on getting the TASTI up and running again. A sense of longing swelled with him, wanting nothing more in the world ― but Molly, she was obviously crushed at the thought. He wanted to give her some explanation on how he felt, how sorry he was, but his mouth just ended up hanging open.

"It's up to you," she said, with a bit of a smile that did a pitiful job of masking her sadness.

Wordlessly, Baloo initiated all the switches to re-start the one working engine. The propeller choked and sputtered, dying twice before finally revving to power. The takeoff was long and bumpy, and the climb out of the water slow and careful. He spied the _Iron Vulture_ through the din of the battle and followed, taking the long way around to avoid the bulk of the dogfighting.

Before them, the aerial war had taken a drastic turn. The Navy pilots, joining the Thunkeryaks and Red Wolf planes, had put Cloudkicker's combined squadrons on the defensive. The amount of aircraft coming together, twisting, looping, chasing, shooting, was uncountable. Cloudkicker himself, though, was still proving to them what it meant to _fly,_ weaving through the fray like a specter and shooting down the blue military warbirds one after the other. He could not stop, however, the Navy zeppelins ― they had fanned away from each other and open fired with an array of aerial, rocket-driven torpedoes at each the pirate airships. The pirate airships in turn tried to shoot the torpedoes down, completely unprepared for this type of technology, but the torpedoes were much too fast, much to small. Each shot hit its mark in an explosive flurry, slamming into the pirate airship hulls. _Iron Cloud_ alone, heavily armored, shrugged off the attacks. The rest went down in flames, very quickly, and ― for all the years they had plagued the skies, for all the Wanted posters the visages of their captains had occupied ― very unceremoniously.

During this time, the _Iron Vulture_ and _Big Kazoo_ took the opportunity to steal away to the south, still smoldering from their wounds and barely able to gain altitude. The crew of the _Vulture,_ namely the leftover Auto-Aviators under Gaia's command, had already begun clearing the ship room for room and jettisoning what they could through the bomb bay doors: cargo crates, tool chests, furniture, airplane parts, and Van Petz' tank (his sobbing over this was inconsolable), to name a few things. Even then, it clipped a pined ridgeline, scraping out a big dent in it and sending a mudslide down the other side of the mountains; the dent was fortuitous for _Big Kazoo_ , following shortly behind, as it needed that extra space to clear the valley.

 _Iron Cloud_ retaliated with the full fury of its cannons against the Navy airships, while still taking torpedo shots. The zeppelins stood no chance; thunderous blasts ripped into their hulls, shredding them to pieces. Cries of SOS clamored over the radio, and blooming parachutes rained into the forest while the very airships they jumped from disintegrated in mid-air. _Iron Cloud_ did not relent ― it fired on the parachutes, wiping them out in groups at a time. But then the massive airship was finally rocked by other blasts: from the sea, battleships had come to perpendicular of the shoreline, their turrets aimed at Cloudkicker's flagship, and were shelling the sky.

Sky, earth, and water trembled at the ensuing cannon duel. The battleships were spread out far enough that _Iron Cloud_ could only focus its fire on one at time, and in the end, their combined firepower proved able to dish out more than _Iron Cloud_ could take. The leviathan dipped heavily to port, engaged its massive turbojets, and made a hasty retreat, or at least a relocation, for it had turned toward the _Iron Vulture_ and _Big Kazoo_. Running on fumes, then, its turbojets cut out, but still sailed with juggernaut momentum. It had the altitude advantage and it was poised for as clear of a "twelve o'clock" shot as could ever be desired.

"Somebody stop that thing!" yelled Karnage ― not into the radio, just in general.

"Oh, crud," grimaced Baloo. With the _Iron Vulture_ wouldn't have only gone several lives, but all his hopes of ever getting back home. He grabbed the radio mic: "Hey! Vulture! Guys! Big boy's on yer six!"

Every Thunkeryak in the sky, yet just shy of one hundred of them, peeled away from the dogfight and made a line straight for the giant airship; some of them were shot down immediately after ceasing evasive maneuvers, but most made it out of the chaos. The half-size planes had their propellers buzzing as fast as they could carry them.

 _'Commander Smith, I have an idea,'_ said Gaia. _'Maintain focus on the enemy airplanes. We will handle_ Iron Cloud _.'_

"Yes, yes! Handle!" yelled Karnage. Then he considered how this thing absorbed the brunt of four battleships and several torpedoes ― much, much more than he could ever throw at it. "Wait, how?"

 _'Wait, how?!'_ said Goldie.

 _'Hold steady,'_ said Gaia. _'I'm going to ― yes, Doctor, everyone, I'm well aware of the weaponized limitations of these little Thembrian gems.'_

Long lines of Thunkeryaks buzzed around the _Sea Duck_ from the right, swiftly approaching _Iron Cloud_ from it's starboard side. By size comparison, it looked like an army of angry fleas going after a big hound. _Iron Cloud_ fired once, and the dent the _Iron Vulture_ had made in the ridgeline became a crater, sending dirt and arboreal debris flying hundreds of feet. Baloo flinched at the sight of hot, black smoke that puffed from the airship's cannons after the shot, and the noise of the blast, which came about a half-second afterward; from an angle below, he could just see the protrusion of the cannons from the front of the airship, and they were turning upward, adjusting their aim. Baloo looked ahead with a sensation of cold pouring down his back ― he had the _Iron Vulture_ and _Big Kazoo_ in plain sight, and had the best seat in the house for an impending massacre.

But then the Thunkeryaks struck. Not shot. Struck. They slammed up into the starboard wing of the airship, directly into the giant vertical cylinders were the turbo-rotors spun. They became instant airplane puree, with millions of little metal bits being spat back out, and there was a blizzard of metal shards. The impact of three or four would have been practically unnoticeable, a couple dozen would have been easily enough shrugged off, but the Thunkeryaks kept coming, one after the other in quick succession, chipping away at and eroding the rotors' integrity. Turret gunners from the airship's flank attempted futilely to get on-target shots against the tiny planes.

 _Iron Cloud_ veered right with intense metallic groaning, pivoting and dipping uncontrollably, faltering to an unwanted mid-air stop. The sights of its main cannons were rendered far averted from its targets, and the structure of its right wing erupted in flames from each rotor cylinder. And yet, there were Thunderstruck to spare, careening into the rotors...

… until there was only one Thunkeryak left in the sky.

It had broke away from the line and circled around while _Iron Cloud_ slowed.

Baloo smacked his lips, his mouth dry, ogling at the sight of this airborne giant teeter. It reminded him of burly boxers in the ring who got dazed by their smaller opponent, wobbling on their feet with their hands down, wide open for that last, finishing blow.

That last little Thunkeryak ended up right in front of the airship. Perhaps out of desperation, for fury, or both, _Iron Cloud_ 's cannons opened fire on it with hasty, imprecise shots, but the little plane was already too close for their aim to be effective. The Thunderyak buzzed forward, revving up its speed.

 _'Don't worry,'_ said Gaia, _'I've totally seen this done on_ Star Wars _.'_

The Thunderyak crashed into the airship's bridge, putting a jagged hole in the window grid. It was a relatively small hole, and there was no grand explosion, nor an immediate effect. In a beat, however, maybe two or three, the hole in the glass emitted smoke, and what fight the airship's helmsmen were giving to keep their vessel up, failed.

 _Iron Cloud_ dropped from the sky, falling against the mountain ridge, immense iron tonnage collapsing into itself. Its starboard wing hit first, near vertically, and broke away in the impact from the main body, which was crumbled and smashed by the weight of the port wing collapsing on top of it. The slopes under the mountain ridge erupted with flinging dirt, stone, and trees, which all rained back down on the wreckage.

 _Then_ came the explosions, bursting within the giant segments from every cracked-open crevice, where metal seems had been ripped apart.

"Yyyyyyyyes!" screamed Don Karnage, pumping his fist and taking a leap of joy between Baloo and Molly, loud and rambunctious enough to make them start. "I did it! I _did_ it!" His voice was cracking with the excitement.

 _'I heard that,'_ said Gaia over the radio. _'What exactly did_ you _do, again?'_

" _It_ ," snapped Karnage, scowling at the radio speaker. With a flick of a switch on the console, he turned the radio off. Then he pointed out the windshield, snapping his fingers, toward the _Iron Vulture_ , and a smile sprang back on his face. "Home, Baloo. This... is..." He was breathing deeply, as if savoring the very air, the air of victory. "... over!"

Behind them, the combined Red Wolf and Usland Navy forces were erasing Cloudkicker's fighters. Now over the remains of _Iron Cloud_ , Baloo had a straight, clear break for the _Iron Vulture_ (which was just ahead of _Sky Wolf_ ), and flew for it. On one engine, the _Sea Duck_ flew slower and wobbly, but still steadily overtook the speed of Karnage's crippled airships.

In a moment, the _Sea Duck_ 's landing wheels struck the blistered flattop of the _Vulture_ 's topside; armed crewmen met the plane and directed Baloo to taxi toward the rear lift, where it would be lowered into the interior. All the while, Baloo went through the motions quietly and morosely, something that was mirrored by Molly as well.

"What is _with_ you two frowning faces?" said Karnage. "Ah, _of course_ I know what. H'okay, allow me to explain what you have just seen. See, this was what you call... ahem... _winning._ You may have seen it before, perhaps when you have cast your adoring gazes on a certain dangerous and dazzling pirate-person who is me."

"Yeah, yeah," said Baloo, waving him off.

Karnage was genuinely taken aback by that.

"What's going to happen to Kit, now," said Molly. She sniffled. "If he gets shot down..."

"He had to lose, girl," said Karnage. "What could we do?"

"I know," nodded Molly. "I know. I just wished, he'd... come back around."

"Nothin' we can do, Cupcake," mumbled Baloo. "But me too."

When the lift reached bottom, the instant the plane sputtered off of it, as if on cue, the left engine gave up its mechanical ghost and popped out. "Well, at least we made it," sighed Baloo. He pushed open the cockpit door, slid out of the plane, and Karnage _leapt_ out, over his shoulder, landing on his feet and ― "Oooomph!" ― old knees that _craaacked._

"Don Ka _rrr_ nage has return-ed!" he announced, chest puffed and arms outstretched wide. His ears, however, picked up no reaction, which made him scowl. The hangar was scantly populated by the non-piloting crew and blank, bulbous stares of twenty standby Auto-Aviators. He pointed at one random mechanic. "You! Clap."

Awkwardly, he put down his wrench and did so.

"Yes. That's better."

Van Petz met them, and more came down the stairs from the bridge: Doctor How, Gaia, and the sky marshals. Molly and Charles embraced, Doctor How and Gaia took to the back of the plane to inspect the bomb, Don Karnage tried to inconspicuously straighten his knees, and Van Petz, impressed, whistled at all the tears, holes, burns, and missing chunks from the plane's body. "Never seen Swiss cheese fly so far," he said. "Don't make 'em like they used to."

"Buddy, they don't make nothin' like they used to," said Baloo. Glumly, he boarded the back of the plane, finally taking a look at this one thing the whole world had made such a fuss over. In all its rolling around, the bomb had torn all the plane's fixtures away.

"Oh, my," said Doctor How, caressing his palm against the bomb's surface. "A real-life twentieth century hydrogen bomb. Look how big it is." He looked up at Baloo. "A couple hundred years from now, these things are going to be pocket sized."

"There is no damage to any of the internal components," Gaia said, after a scan. "No radiation leakage. We are safe to proceed."

"Good," smiled the otter.

"Proceed?" asked Baloo. "Ya mean, like time machine proceed?"

"Yes," said Gaia. "The amount of fissile material inside the bomb is sufficient to jump-start the TASTI's quantum drive. We are back in the time traveling business."

"Well, for one last jump, we are." Doctor How sighed as he looked upon the bomb. He told Baloo, "When we're talking about muscling through the forces of time and space, even with a charge from the bomb's material, it'll only go so far. But enough to take one person through, say, twenty years ago. We're going to get you home, Baloo."

Home, what a word. It made Baloo's knees buckle. He managed to smile. "How long?"

"Well, you have to consider multiple things," said Doctor How. "A bomb like this has dangerous radioactive material that can lethally poison us all if not handled correctly. We need the right tools, the right safety gear, the right kind of facility..."

Baloo frowned at that news. "So... maybe, how long?"

Doctor How rubbed his brow, giving the question that certain scientifically discerning thought, then looked up at Gaia and shrugged. "What do you think, Gaia? An hour? Half an hour?"

"Meh, twenty minutes," said Gaia. "I'll use the leftover Auto-Aviators and crack this over-sized goose egg open on top of the airship."

"Twenty minutes?" Baloo's eyes went blurry with mirthful tears. "H'oh, man. Thanks, Doc."

"Ahem," said Gaia.

"Thank _you_ , too."

"Oh, I'm blushing," replied the orb, glowing pink. "Now if you'll excuse me, I've got to tell Karnage that I'm going to need some tin foil. _Lots_ of tin foil."

"Wait," said Baloo. "Before ya go, could ya... put me through to 'im?"

"Cloudkicker?" asked Gaia.

"Kit," corrected Baloo, though gently.

The orb whirred for a beat. "Yes, but he's still presently engaged in aerial battle. My last scan revealed his his out of ammunition and nearly out of fuel for his jetplane. I don't think the fight is going to last much longer. Oh..." Gaia slunk down a notch, realizing how Baloo had winced over that bit of information. "I am sorry. I may think thousands of times faster than any organic brain, but the affliction of any being with the power to put thought to voice is to speak before thinking."

"So can ya?" asked Baloo. "Maybe do some of your radio fixin', so it's just, well, me an' him?"

"I've attuned the _Sea Duck_ 's radio to his," said Gaia.

"Gaia, please make sure its a _private_ line," stressed Doctor How.

"Oh, fine. Baloo, I'm encrypting the privacy of the channel so that even _I_ can't hear it. It's all yours."

Baloo mumbled his thanks, shut the cockpit door behind him, and, taking his seat, picked up the radio mic, but only held it in his lap. His heart was taking lead here, because hid mind had no idea what he wanted to say. He couldn't remember the last time he felt it so difficult to speak. At length, though, he did:

"Lil'... Kit? Ya there?"

The other popped on: _'Hey, Baloo! How ― grrnn ― are ya? Got that robot playing with the radios again, huh?'_

Baloo started at how glib other sounded, or tried to sound. He recognized the way the others voice grunted, as any seasoned pilot would, those were the straining effects on the body when pushing your plane through hard evasive turns. Baloo could see it in his mind, they were all over him.

"Kit, they're gonna shoot ya down if ya don't give up."

 _'You know, that exact thought's crossed my mind.'_ The other was panting. He was in trouble.

"I don't wantcha to get hurt." Baloo heard pops of explosions in the background of the speaker.

 _'Aw, no? You sure got a funny way of showin' it. Auugh! Dammit!'_ There was a sound of bullets ricocheting.

"Listen, I'm beggin' ya," said Baloo. " _Please_. Give it up. There's nothin' to fight for."

 _'Only my life, right? But what's it matter to you.'_

"That's not what I ― dog gone, Kit! Stop it! I _love_ ya! An' I don't believe for a hot second that you're who you wanna be!"

There was a pause. Then: _'Are you?'_

It was a blow Baloo wasn't ready for. Not coming from Kit. It knocked all the words back out of him. He wasn't getting through. He didn't realize how tight he was holding the mic then until he noticed how his hand was shaking.

 _'Oh, by the way, Skipper,'_ said the other _, 'in case I don't get a chance later, I got something to say, about you taking Karnage's side and all. I've been doin' a lot of thinking, a lot of soul searching, see, and I just want you to know... I got some_ hard feelings _about it.'_

At that point Baloo was so hurt he almost snapped the radio mic from its cord. "I'm gonna be there for ya, Kit," he told him, at length. "I got a chance to go back. Real soon."

 _'Yeah, no ya don't. Listen, I gotta stop by and kill Karnage real quick, then we'll see about that time machine. See ya in about thirty seconds.'_ The background noise on the speaker was then the muffled roar of _Avenger_ 's engines.

 _Thirty seconds?_ Baloo looked up at his surroundings. He had not before noticed how everyone was scrambling. Rifle racks along the walls were getting cleared. Karnage had his cutlass in hand, barking orders and moving the crew about.

"What's goin' on?" Baloo asked, jumping out of the cockpit.

Molly, holding to Charles' arm, replied, "Kit's coming our way."

Gaia added, "He's using the superior speed of his fighter jet to pull away from the others, and he's catching up with us. His plane must be critically low on fuel by now, but I believe he's going to attempt to board our ship."

 _'Cloudkicker's in front of us!'_ cried Valentine, over the loudspeakers.

The "beak" of the _Iron Vulture_ was being hastily winched shut. Squinting, Baloo looked down the length of the hangar, where bright, pale sky flooding in from the prow was almost blinding in contrast to the dim interior, and there in that light came the silhouette of _Avenger_ , rolling and turning sharply into the airship's mouth. The roar of the jet echoed thunderously inside the cavernous hangar, two spouts of flame streamed from the afterburners of its engines, but cut out all together in silence as the plane met the _Vulture_ nose-to-nose.

All crew in the hangar dove to the ground, in any and every direction away from the prow, which could not be closed fast enough. _Avenger_ tore through, when the beak was but halfway shut, left wing clipping the _Iron Vulture_ 's bottom lip as it did and was sheered off. What remained of the plane, heavy for a fighter as it was and with such speed and momentum, plowed a burning rut into the iron floor, sparks flying hot from nose to tail. The grating halt came inches from the _Sea Duck_ 's nose.

In the chaos of everyone taking cover, Baloo, Molly, and the sky marshals had wound up behind the _Duck_ , but Karnage had wound up under it. When _Avenger_ finally stopped sliding, the captain lifted his head from the floor and looked. When nothing happened, he braved to get up and take a closer look, cutlass in hand and ready. The skin of the plane was riddled with bullet holes and stank of burnt metal. Its ferocious autocannon lie broken and detached. The glass bubble cockpit was tinted and cracked with giant spider web patterns, impossible to see inside.

But then it cracked open. Through the glass, Cloudkicker emerged, shouting a bloodthirsty cry of war as he leapt, _Doomshot_ in his hands. Karnage, stunned at the sight, recoiled and backpedaled. Cloudkicker, drenched in sweat, damp bandages showing from under collar, stumbled on his left leg as he hit the ground, but only a momentary lapse. His glare upon his former piratical mentor was of seething hate, and _Doomshot_ was pointed straight at Karnage's chest as he marched forward. He have not a thought to Karnage's cutlass... but Karnage had no chance to even grab for his sword before he was suddenly pinned against the _Sea Duck_ , the blade's of Cloudkicker's gun pressed into and perforating the breast of his coat.

"N-now, now, boy," said he, eyeing the three blades nervously. "Let us not do anything one of us _who is not me_ might be regretting." The sound of rifles being racked and pistols being cocked clattered all around them. The number of the airship's crew who were not piloting amassed in the area, firearms aimed. "Put it down."

Cloudkicker, however, paid no attention to the others. His hateful gaze was solely on Karnage. "Not a chance," he said. "They can't save you. _No one_ saves you from me."

Karnage began saying, "You don't have to ―"

"I _want_ to," spat Cloudkicker. "You got no idea how much I _want_ to. If it's the last thing I do, I told you I'd make you sorry. Your whole wasted life has been nothin' but causing misery to everyone you've ever seen, and you've loved every minute of it. You _loved_ it!" The more he spoke, the more his face writhed with burning hate. "And now they call you the hero, and me the crook. They all forget who you are. I don't. I _won't_. Ever."

"No, not everyone forgets," said Karnage. There was nothing but murder in Cloudkicker's eyes, but then Don Karnage did something awfully confusing, confusing enough that it stayed the other's trigger finger; Karnage, arm outstretched to the side, dropped his sword. "I _know_ what I did. I turned you into... _this_. But we go back, no? I know you, and I know there is maybe a teeny, tiny reason you do not want to fire your little toy."

"What if I want to savor the moment?" said the other.

"I did _not_ kill Baloo," hissed Karnage.

"Nah, this isn't about Baloo. This is about a kid ― remember him? A kid stupid enough to look up to you, and you _trashed_ him."

Karnage shook his head at him. "Boy, there _is_ a better way. A way out. I _promise_ you. I can help ― erk!" Karnage yelped when _Doomshot_ pushed into him, the tip of the blades stinging his ribs. The crew aiming their guns at Cloudkicker were about to fire. "No!" cried Karnage. He flinched hard, expecting a bloodbath, maybe his own. But in a beat, when he realized no shots had been fired, and he had somehow enticed the other's interest in what he was saying, he continued: "And... this is where you choose. To be who you _want_ to be." He dared to put his hands around _Doomshot'_ s barrel, though it did nothing to draw it away. He looked Cloudkicker in the eye, sincerely. "Where does it go after this? You kill me, then who's left to blame? Put this thing down, and I _will_ help you."

Cloudkicker's narrowed eyes flickered at him. His eyebrow cocked as he considered Karnage's words. Then he scoffed at the notion. "Little late for that, don't you think?"

"No," said Karnage, bluntly.

The answer made Cloudkicker lose his breath, look away, and, slowly, and just slightly, _Doomshot_ receded; with his head bowed, his eyes were closed; it was like he was making a silent wish. It lasted only seconds. "No? What if I told you _Scourge_ was halfway to Polvo Pueblo right now?" The sheer horror that suddenly palled Karnage's countenance made the other smirk. "That's right. I sent out for your lovely little Maria. Aw, what's with the face? Don't make me believe you actually care for anyone."

The roiling emotion welling up in Karnage, terror and ire, compelled him to step forward, damn all the consequences, damn the blades of this gun sticking him in the chest, and his hands were raised as if to reach over and grab his former protege by the neck. "This is over!" Spittle flew from his lips. "You lose!"

 _Doomshot_ raised; Cloudkicker's finger wrapped around the trigger, as mirrored by the crew who were ready to open fire on him to save their captain. "I guess I'll see you in hell," he snarled. All the while, no one seemed to notice that Baloo had circled around, or heard the stamp of his heavy footsteps running, sprinting, lunging ― "No, Kit! No!" cried Baloo. "They'll kill ya! Please, dog-gone it, they're gonna ―!" One instant Cloudkicker was there, standing up, the next, he was on the ground. Baloo tackled him, _Doomshot_ fired errantly at the ceiling, and Cloudkicker hit the ground. With the heft of Baloo's weight on top of him, his head struck the iron floor with a sickeningly sounding thud.

Don Karnage gasped for a breath. A spot of blood blotted his blue coat where _Doomshot_ had torn it. "No, boy, this is one fabulous face you will _not_ see there," he said. "Not anymore." He staggered away, yelling at the crew, "Do not stand there gawking like the goose-feeding geezers, get this ship to Polvo Pueblo!"

"Kit?" Baloo realized, horror-stricken, that Kit was not moving. He shifted to kneel by his side, and shook him by the shoulders. Molly, hurriedly, joined him. "Oh, no. Oh no no no! Kit! Lil' Britches! Lil' Britches, wake up! Please! I didn't mean to hurt ya!"

Doctor How rushed in, and put his ear against Cloudkicker's mouth, and looking at his chest. "He's breathing. Gaia?"

Gaia bobbed over them, whirring with a scan. "His vitals are strong, though his brain is concussed. He's going to wake up a serious headache. We may wish to consider restraining him while the opportunity presents itself."

The sky marshals, Don Karnage, and the airship crew, keeping their firearms aimed, inched in closer, cautiously.

"Hey, back off a minute!" snarled Baloo, flashing ursine teeth at them. They recoiled, suddenly afraid of getting bit.

"Come on, Baloo," said Molly, who took him by the shoulder and tried to gently nudge him to his feet. "It's for the best."

Baloo, brow furrowed, ran his hand down his face and sighed. Just then, Cloudkicker stirred, and for an instant Baloo brightened. "Kit? Buddy?"

Cloudkicker's eyes opened, and blinked. "Papa Bear?" he breathed. He looked at Baloo, with tears dripping down the sides of his temples. He smiled upon the sight of Baloo's face, a smile that of seeing someone you've dearly missed, a smile so warm and genuine that it overwhelmed what twenty hard, gruesome years had masked, and Baloo, more than ever, saw Little Britches again.

"Right here," said Baloo.

The other's gaze, however, soon saw past Baloo's face, and observed the ceiling. His smile withered into a sunken frown. He groaned, and scanned to his left and right, seeing Don Karnage and the rest circled around. "Aw, crap," he muttered.

 _'Um, we okay down there? 'Cause I need the captain on the bridge.'_ That was, once again, Valentine's voice over the loudspeakers. _'Because I kinda got the Navy on the air, up here. Aaaad... Usland kinda wants their bomb back.'_


	15. Chapter 15

**Chapter 15**

Hands cuffed behind his back, Cloudkicker sat groggily and slouched sullenly on a crate at one side of the hangar, well surrounded, let alone by the sky marshals and a hefty back-up crew wielding rifles, but but also Van Petz and an immense monkey wrench, holding it like a baseball bat, ready to strike at the first sudden movement. They wouldn't take any chances, even if their foe was, by all appearances, subdued. Cloudkicker had earned a certain reputation where it came to being underestimated. Marty peered at him from behind Van Petz, in rapt fascination, chewing her bubble gum, wondering if all hell was going to break loose, if Cloudkicker was going to put up a fight. The only motion he had made, however, was to leaning forward when he threw up between his knees. _Doomshot_ was safety out of his reach and sight, confiscated by the sky marshals; Charles remarked that it would probably be a museum piece someday.

Baloo looked on from the other side of the hangar; nothing much he could do, no comfort he could give, especially since Cloudkicker had looked him in the eye and told him, in no uncertain terms, "Stay the hell away from me." In fact, that was the only thing he had said to anyone. Molly stayed with him; the rest of the hangar was having a bit of a commotion. The Usland Navy was boarding. And there seemed to be this matter of a nuclear bomb that had gone missing. Lost in transit. Don Karnage had told them as much, but they weren't buying it, and, following putting down Cloudkicker's attack planes, they had more than enough aerial firepower left over to persuade Karnage to concede to the search.

Two armored transport planes, launched from the coast from aircraft carriers, had touched down and landed atop of the _Iron Vulture,_ and were lowered into the airship via the lift. One plane was meant to take away the bomb. The other, Cloudkicker. With an awkward and uneasy air of truce, armed naval sentries, with Commander Smith himself in all his brass-decorated white and blue uniform, fanned into the hangar, searching with radiation detecting wands. _Big Kazoo_ was not spared from these inconvenient either, despite Goldie insisting the airship was overloaded in occupancy, barely holding together and could not accommodate landing another airplane. To this, she was made to turn around toward the coast and descend to sea level, where the crew of a battleship would board.

On a side note, this event would give birth to this very awful limerick:

 _There was a lass, wagged her tongue like a razor_

 _And no swabby could appease or regale her,_

 _Ah, Goldie, she was christened, who_

 _Gave their warm ears a listen to_

 _What it_ _really_ _meant to 'talk like a sailor'_

So exactly what happened to the bomb? The mystery was afoot, and that was exactly what Commander Smith intended to find out. He met with Don Karnage and demanded answers. Wouldn't you know, funny thing about that bomb. It seemed to have tumbled out of the _Sea Duck_ when the plane made that landing in the ocean. That was the story, anyway, and boy, was it being stuck to.

In truth, just before the boarding, twenty Auto-Aviators under Gaia's control, flexing what mechanical muscle was available in their wiry metal arms, rolled it out of the _Sea Duck_ , carried it to the _Vulture_ 's engine room, and hid it in an underfloor compartment, where Gaia kept it company. Commander Smith thought it was clever to bring aboard Geiger counters to sniff for radiation, not knowing there was a resident super-computer from the future emitting a trick signal that made those devices detect plutonium in his their own belly buttons, and nowhere else. The naval sentries combed the decks of the airship, questioned everyone, and many an Auto-Aviator had to undergo a very impersonal cavity search.

At length, finally begrudgingly agreeing that the bomb was not on board, Commander Smith withdrew his team. _Big Kazoo_ departed the coast and took to the area around Mount Bokstas, picking up any parachuted Red Wolf pilots stranded in the forest. And this is where Molly and Charles said their goodbyes and had their kiss, for it was decided that the sky marshals would take Cloudkicker into custody in one of the transport planes.

"I'll see you soon," he whispered in her ear, in their embrace. " _Please_ go home, already."

"That's the next stop, I promise," she said. Looking over his shoulder, seeing Cloudkicker sitting on that crate, she noted he had not moved, except that he wobbled slightly, obviously at odds with his sense of balance since hitting his head on the floor. His sickness was splattered at his feet in an ugly green puddle. It was a pitiable sight. He just slouched there, head bowed, face dark and brooding.

Don Karnage stood nearby, arms crossed and foot tapping, glowering at his former protege. He was there to witness this long chapter of his life finally drawn to its conclusion, but he had hardly a sense of victory right now. _Scourge_ was coming for his woman.

"Kit, I..." Molly began to say, but he was deaf to her. No reaction. "I love you, Kit," she said, not knowing if he ever heard her.

Little by little, a jovial air began to fill the airship, because the crew was finally realizing that they had won. _Iron Cloud_ was scrap. Cloudkicker was in cuffs. The sky was, at last, free. Even the navy boys were getting in on it, sharing this camaraderie with outlaws. There were cheers and laughter ringing here and there, and growing all around...

… until Cloudkicker stood up. It was a swift motion, straight to his feet, with but a slight stagger and a creak from his leg brace, and proved that those guarding him had let their guard down, because they started with their rifles. Their startled jumps spread throughout the room, something of a fanning domino effect. The voices in the airship fell silent.

Squinting, he scanned the faces around him, ignoring Molly's, stopping at Karnage's. With a loathsome snarl, he made a lunge for the wolf, as if not realizing his hands were bound behind his back. He ended up tripping over himself and falling face first. Molly gasped and knelt to his side.

"Oh, right," he was heard mumbling, with his lips against the floor. "Handcuffs."

The three sky marshals grabbed him by the arms and stood him upright, not letting go as they escorted him to their awaiting plane. "Come on, it's time to go," said Charles.

The crowed gave way to make path toward the plane; Cloudkicker's steps were wobbly and he was struggling to stay balanced. "Baloo," he murmured, halting suddenly, then called out, "Baloo!"

Baloo had stayed back all this time, still stinging from that last rebuke, but upon hearing his name, he padded over. "Kit?"

Cloudkicker was blinking frequently, the world still spinning in his head. "Baloo, _don't_ let 'em use that time machine," he said. "You can't. _They_ can't. We're who we are, don't you get it? There _is_ no going back. Only ―" He paused, gulped, suppressing a dry heave, then he gasped for air. "Only in our dreams," said he. "Promise me, you'll put a stop to it."

A part of Baloo wanted to jump out and say, you got it, partner. It was that part of his soul that would do anything for a friend in need. The other part of him was too ashamed to look Cloudkicker in the eye while shaking his head no. That was the part that won.

Cloudkicker nodded, coolly. "That's how it is. Okay. Huh, shoulda let 'em ghost me, then."

There wasn't much more to it. He was seated on the plane, handcuffs remaining, with the sky marshals an a couple more navy sentries keeping their weapons trained on him. As to the inevitable question of _what_ time machine, invoked by the very puzzled Commander Smith and the rest of the "visiting" personnel, Karnage answered by merely shrugging at Cloudkicker and making looping gesture around his ear. "Crazy," he said. That was actually sufficient to evade further questioning. The transport planes departed the _Iron Vulture_ through the beak. In last glimpse they caught of it, the plane carrying Cloudkicker was met by six fighter planes from the Navy, which formed up as an escort.

"I thought they'd never leave," said Gaia, trailing behind Doctor How as they descended a stairs from the upper deck. "I have the Auto-Aviators moving the TASTI and bomb to the top, outside. I've come to the conclusion that should I ever leave this sordid life of crime, I could make a perfectly legitimate living in the furniture moving business."

"The area has to be off limits," announced Doctor How. "We'll be dealing with exposed radioactive material."

"And you _don't_ want me to break out the medical holo-photos of what radiation poisoning can do you your feeble, cellular structures," said Gaia. "So I'm going to do it anyway before Doctor says I can't." The orb instantly projected a square "screen" in mid-air, above the stunned crowd, who all groaned, gagged, and covered their eyes at the images being flashed.

"Stop that!" ordered Doctor How.

 _Clank clank clank_ , a lone Auto-Aviator came clomping down the stairs, in a hurry. It scuttled around the watching crowd, raided a tool chest for a hacksaw, then ran back up the stairs, _clank clank clank_.

"I need a scalpel," explained Gaia.

Then, suddenly, Valentine again on the loudspeaker: _'Boss, incoming message from Polvo Pueblo!'_

Karnage swore under his breath and started at once for the bridge.

"I received the message, as well, if you'd like to save a trip," said Gaia. "Well, actually, I intercepted the radiotelegraph signal."

"Well?" demanded Karnage.

"It said:" Gaia answered by beeping out the long Morse code message. When Karnage drew out his cutlass, with slicing on his mind, the beeping ceased. "Sorry. They report that a sky pirate ship ― _Scourge_ , it must be ― arrived at the village an hour ago and attempted an invasion."

Karnage let out a deep, shaky exhale, clutching his chest. He looked as if about to collapse from cardiac arrest. "An hour... no! No!"

"Attempted being the key word," said Gaia. "It is reported that the sky pirates were successfully fought off by the villagers until help arrived."

Karnage's cardiac arrest was put on pause; he froze in mid-, heart clenching pose. "What? Th-they fought? Maria?"

"Yes, there seems to be mention of _a_ Maria, I suppose you may know of whom they mean. She led in the defense and is unharmed."

Just to be sure nothing was wrong with his hearing, Karnage plunged his index fingers into his ears and gave them a good twist. It sounded like two corks popping from a bottle when he pulled them out. "One more time."

"She's _safe_ ," said Molly. "And that means there's no more pirates, right?"

"Cloudkicker is officially no longer a threat," said Gaia.

"Gaia, you said help arrived, but from where?" asked Doctor How.

"Oh! Did I forget to mention that? When I overheard Cloudkicker announce that he had sent _Scourge_ to the area, I happened to remember that there is a forward base operated by the Usland Air Corps not far from that same desert. They received a long-range radio transmission from Don Karnage alerting to Cloudkicker's defeated status and pending arrival of the last remaining sky pirate clan. I do believe they took action."

Karnage's gray eyebrows were knitting over each other. "I... _I_ sent it?"

"Well, it was me, doing you," said Gaia. "It's not that hard to impersonate you, after all. You just have to pretend to forget everything you thought you ever knew about the English language, scramble your idioms, and over-use malapropisms and alluring alliteration until the dead-beating horses get led to water with the coming-home cows. Elementary stuff."

Don Karnage stood there and blinked, considering this. He never realized his speaking was so formulaic, but then again he couldn't pronounce a word like formulaic. "Huh." He scratched his head, and a subtle, cocky grin curled his mouth. His chest puffed. "It's done, then."

"It's all over but the time traveling," said Gaia.

The grin was deflated from Karnage's face, and he looked over his shoulder, at Baloo. "Oh. Is _he_ still here?"

* * *

It still looked like a big metal bathtub, thought Baloo. Strange that something so ridiculous looking could do what it did.

In the time it took Gaia, via the Auto-Aviator robots, to dismantle the bomb and feed the TASTI's quantum battery, _Big Kazoo_ had returned with the survivors, and lowered them via rope ladders onto the _Iron Vulture._ In fact, most of the crew disembarked, Goldie and Admiral Pomp among them, to see this event for themselves. By then, unsurprisingly, the rumors had spread to every single person under the Red Wolf's banner, about this time machine. The top deck of the airship was crowded from end to end, the TASTI the centerpiece of it all.

Doctor How and Gaia were busy conducting their know-how ― whatever that happened to be ― in inspecting, testing and calibrating the machine: boson regulators, check; spacial displacement unit, check; coffee cup holder, check; and so on.

Baloo was nearest them, wrapping his arms over himself, tapping his fingers apprehensively against his elbows. He was excited ― not necessarily a happy kind of excited ― but an excited that was eager to sit down in that metal bathtub and get back to the world he knew. In this, he was the only one.

Molly was frowning, as were the two men she stood between, Ace London and Dan Dawson, though Don Karnage, next to them, impatiently rocked on his feet, relatively indifferent to all of this. He watched Doctor How demonstrate to Baloo a simple lever push on the time machine's console that would finally send that bothersome bear far, far away. Marty was, as usual, beside his coattails, and Van Petz rubbernecked behind them, ogling at the TASTI like a child anticipating to see Santa's sleigh take flight. For so many people crowding around, it was awful quiet. In part, that was because it was so cold, the chill of the wind at ten thousand feet causing more teeth to chatter than tongues to talk. Mostly, however, it was because of the big question, vocalized by Daring Dan:

"So... this is gonna happen, huh? He goes away twenty years, things change, aaaaand... tell me again, what happens to us?"

"We don't know," said Molly. "Not even Doctor How knows for sure if it will even affect us."

"Yeah, I don't like the sound of that," said Dan.

Ace shook his head in agreement. "Me neither. _Ace_ didn't sign up for this. We just gonna let 'em turn that thing on?"

They glanced at each other, nodded, making a sudden, silent pact, and they began to step forward to act upon it. Molly, however, put her arms out to stop them. "I don't want it either," she said. "But _he_ does. Besides... it was all a big mistake, wasn't it? I guess I'd have to agree, if anything does change for us, it'd be the way things should've been all along."

Dan and Ace looked at each other again, considered what she said, then shoved her aside. Then he was Don Karnage who ordered them to stop.

"Listen, Captain, we're gambling with our lives versus one of his," argued Dan.

"Nothing changes," Karnage sighed loudly, as if irritated. He had gathered the attention of those immediately surrounding him. "What? _Look_ that this scruffy sack of Balooish-ness standing there. Bah, what could _he_ do."

"When he goes back to the time and place he disappeared, he can save Kit from _you_ ," said Molly, with umbrage taken.

Karnage rolled his eyes. "Oh, yank your yellow head out of the sand, girl. Baloo never had any to-doing with it. The boy had _pirate_ in him. Such a scrawny scruff-neck that he was almost useless, no? But I _saw_. I knew who he would be one day." He pulled the collar of his coat snug against his neck, shuddering at the biting chill. "Me. _Not_ some cargo-hauling half-wit. It's that _thing_ about being a pirate ― you never run away from it. I know exactably why he is who he is today. I taught him everything he ever knew about the cruelty of it all. And, I know the only one who could have ever stopped him..." He shrugged. "... only knew it too late."

"Baloo, take a look at this," said Doctor How. He handed the bear a palm-sized, flat, oblong metal box with a plastic red button on one side. "This is what you call a remote control," he explained. "You'll love them when they get made for television sets. When the TASTI lands, get about fifty feet away from it, and then you push that button, okay? That's going to make the TASTI disappear."

"Disappear?" asked Baloo.

"Technically, self-teleported," said Gaia. "To the surface of the sun."

"I don't want it ever used again, on purpose or by accident," said Doctor How. "I trust the reasons are obvious."

"Okay, but..." Baloo regarded the strange looking device in his hand, confused. "Why would anyone wanna make their television disappear?"

Doctor How smiled, and cringed a little bit. "I don't know. You'll find out, though, in good time." He patted the glistening, mirror-like sphere at the rear of the time machine. "Final calibrations are complete. Destination, the same day, time, and place from where you left off. Good luck."

"Oh, boy," sighed Baloo. "Thanks, Doc, I... oh. Molly."

He had just turned around, and Molly was already jumped on him, wrapping her arms around his neck. He embraced her tight, lifting her from her feet. "I gotta do this, Cupcake," he said softly in her ear. "I'm sorry."

"I know," she said, sniffling. "I'm going to miss you so much."

He set her down on her feet, and lifted her chin with his knuckle. "Hey. You really in love with that guy?"

"Really," she smiled tearfully.

"Well, ya got all ya need, then," he said.

Like a magnet drawn to steel, she snapped back against him, wrapping her arms around his waist. "Oh, Baloo."

Don Karnage looked down at Marty; they both gestured shoving their finger down their throat.

Gaia's spherical shell suddenly flashed red. "Oh dear. We have a problem, multiple maydays! Ooooh dear..."

This got everyone's attention, but none quite like Doctor How. "Gaia? I've _never_ heard an 'oh dear' like that from you."

"The convoy carrying Cloudkicker is under attack," said Gaia. Emitting from the orb then was the audio it was detecting via radio:

 _'― help! Mayday, maday! He's loose!'_ There were gunshots heard in the background. _'He's killing everyone! Mayday! We're in trouble over―'_ One more gunshot, and that voice was silenced.

"No, Charles!" cried Molly.

"Who?" Karnage demanded to know. " _Who_ is helping him?"

"As best as I can tell," said Gaia, "no one."

 _'He's got control of the plane!'_

 _'Shoot it down! Shoot it―'_ Another voice abruptly silenced.

 _'He just jumped ― watch out!'_

 _'Holy cow, he's on my plane! No ―'_ Yet Another silenced.

 _'Open fire! Open fire!'_

 _'Get on his tail! He's chewin' us up!'_

The panicked yammering went on like this. Don Karnage, writhing on his feet, could not have clenched his fists harder. "How? How! No!"

Then there was silence on the radio. There was silence on the deck of the _Iron Vulture_. A sea of sunken, horrified faces looked upon Gaia, waiting, wondering, dreading.

"Charles... please, please okay," Molly whispered. She wobbled as if about to collapse. Baloo clenched his arm around her, while dreading to hear whatever came next.

 _'Karnage, you hear this?'_ It was Cloudkicker, his voice faint in the sound of blasting wind. _'Tell Molly I'm sorry about her boyfriend, but the wedding's off. Him and his friends are all dead, dead, and dead. All these pilots, dead. Think I've made my point? Everyone who stands in my way,_ dead _. And I'm comin' for you. Nobody ― NOBODY ― saves you from me."_

Molly slipped from Baloo's arm, falling to her knees, wailing. Baloo knelt beside her, hapless to comfort her, not knowing what to do or say. "Honey," he said, at length, not able to hide the wavering of his voice, "it'll... it'll be okay."

"You have to stop him," said Molly, stifling he sobs. "I don't care how. You have to go back, go back in time, and stop him, once and for all. You have to make sure it never gets to this"

Baloo gulped, and was about to reply something to the effect of, I'll do my best... but then Molly stood up, and was looking at Don Karnage, which took him aback.

"Please," she said. "I believe you now, it's all too late. He knows you never killed Baloo, and it didn't make a difference. We gave him a loving home, and it didn't make a difference. You _have_ to be the difference." Karnage was stoic as he heard her out, nearly stunned in appearance, save for the heavy expansion and deflation of his chest. His breath sliced through clenched teeth. His yellow eyes became ruddy. "That woman you mentioned, if you really, truly love her ― if you care about anything, anyone in the world ― he'll hurt anyone you care about to get to you. He'll keep coming for you, until one of you is dead."

"Let him try, and we will _see_ who gets dead!" snapped Karnage, suddenly whipping his cutlass in hand and slicing it through the air. He screamed up at the sky, a throaty, frustrated cry.

"Now hold on, here," uttered Baloo. "Wh-whaddaya mean, stop 'im? Whaddaya _mean_?" And Doctor How had raised his finger to interject, "That would _not_ a good idea at all, actually."

Molly, however, ignored them, staring at Karnage. "Only _you_ can un-do it."

Don Karnage waved her off, shaking is head in a very clear NO. Did he think she was right? Yes, but NO. He stamped his feet, NO. Huffed and growled, NO. But in this walking tantrum, he happened to lay eyes on Marty, whose face, more than anyone by far, was most aghast at what was being suggested. A pink wad of chewed bubble gum fell from her quivering bottom lip. "You can't," she said, so quietly that he could only read her lips. But the whole deck heard her next. "You can't! Don't listen to this picket fence broad, what does _she_ know?"

Marty would probably never know how it was her words that moved Karnage to his decision, because as he regarded her never wanting him to leave, that feeling of being genuinely cared about, that sensation that still often felt so new and exciting, or crushing, like now, overwhelmed him. His mind flashed with an image of what Cloudkicker would to do her to get to him, or do to Maria, or to any of these men and women who fought under his command, not for greed or menace, but for the greater good.

"Being the good guy STINKS," he roared. "I hate it! I hate it I hate it I hate it!" With that out of his system, exasperated, he ran his palms down the sides of his face, sniffed, and looked down at Marty. She had a way of looking at him, one could say puppy dog eyes, but with her, more like angry puppy dog eyes. He tussled the top of her hair. "Sorry, girl," he told her, and then kneeling in front of her, said, "There's a letter in my desk, the drawer, you know which one."

Marty, welling with tears, shrugged indignantly and angrily. "Don't know _what_ you're talkin' about."

"You _know_ which one. Find the letter. I finished it. Make sure it gets to her."

"No! You can't go away. I'm goin' with you. You can't ―" He shushed her lips with his finger.

"Will you make those insolent ears _listen_ to me for once." He hesitated, choosing his next words carefully and seriously. "I started it. If I do not end it, it does not end." Then his eyes rolled back at the sound of Baloo hollering at him:

"Okay, just a minute, time out," said Baloo. "There's only one seat on this thing, pal, and it's spoken for, see? Just whaddaya think you were gonna do, anyway?"

"Baloo is correct," said Doctor How. "Sending Captain Karnage back as well would be incredibly dangerous to our present and future. Besides, the TASTI was only ever calibrated to transport a single life form at a time. We'd be talking about every molecule in your bodies being _squeezed together_ into an infinitesimally small singularly, maybe mixing up organic molecules ..." By demonstration, he mimed crushing an imaginary object in his hands, and rubbed his palms together to show how smooshed it would be. It was enough to make both Baloo and Karnage grimace with their tongue hanging out.

"Not gonna happen," said Baloo.

"Agreed," said Karnage. "Yech!"

"Yeah, well ― wait, agreed?" blinked Baloo. "Really?"

"Of course!" Karnage wound his right arm back, clenched a fist, and with every ounce of power he could muster, _swung._ He cold-cocked Baloo on the chin. Baloo toppled on his back, out cold. "And _now_ ," said he, shaking the pain off his knuckles, "the Stevens have been evened!"

He picked up the dropped remote control, stomped to Doctor How, poked him in his colorful Aloha shirt, and snarled, "Turn it on!"

"B-but it was _supposed_ to be Baloo," stammered the otter. "What about _him_?"

"You can leave Baloo to me," said Molly, sniffling. "Please, just do it."

"You don't understand the risk," said Doctor How. "Baloo going back would have the most gentle repercussions leading to the present. He would be back where he _should_ have been all along, after all. But Don Karnage going back, why there's already a Don Karnage there! He could very easily meet himself, and that event alone could set off a cosmic chain of cause-and-effect that would ultimately derail the entire space-time continuum! Don't you get what that means?"

"Yes yes, it means _I_ am a big deal," said Karnage. The blade of his cutlass suddenly found it way upon the otter's shoulder. "We are already knowing that! Now turn this titanium tub on!"

"Your meddling in the past could backfire!" cried Doctor How, doubling down on his mettle against the threat of the blade. "How would you like to erase yourself from ever existing?"

At that, Karnage withdrew his cutlass, recoiled, and grimaced. "Ooh. Yes, that might be somewhat a little not wanted."

A great murmur rose from the crowd, mixed with gasps and exclamations. A lone fighter jet, distinguishable one of the Navy's Cyclones, had just punched through a bank of clouds.

"I have a reading on an inbound aircraft, and it's Cloudkicker," said Gaia. "The Uslandian fleet is too far away to pursue. We're on our own."

The Red Wolf planes circling the _Iron Vulture_ peeled away to intercept, but Karnage had little hope that his pilots were going to be effective. Not against the angel of death himself. "Get _inside_ the ship!" he ordered everyone in a roaring voice. "All of you!" To his one side, Cloudkicker was racing for him in an armed warplane, to his other side, Baloo was starting to come to. He had not much time to make a move.

"Doctor, that type of fighter plane has more than adequate weaponry to destroy the TASTI," said Gaia. "Shall I initiate a teleportation jump?"

"Jump this!" growled Don Karnage; he grabbed Doctor How by his collar and tail, and swung the yelping scientist away, then reached into the TASTI's console and threw down the red lever. The machine hummed smoothly, and levitated an inch from the ground.

"Gaia, shut it off!" cried Doctor How.

"I can't! Not once the quantum drive is in reactionary mode ― aaauugh!" Don Karnage reached up and snatched the floating orb in mid-air, and _threw it_ off the deck of the airship, in such a pitch that would make a baseball scout want to offer him a contract. Gaia's voice, from a speaker from somewhere on the TASTI's console, said, "That was _not_ very nice!"

Karnage glowered down at the bare-metal seat of the machine, and as he boarded it, made an impetuous show of flicking his coattails up as he sat down. "Ay-ay-ay! Did these lamebrains ever hear of _cushions_ in the future?"

It was then that Baloo raised his head; Molly and Ace London were trying to help him up, while most the _Iron Vulture_ crew scrambled to the hatches to take cover ― some were torn between risking getting strafed by Cloudkicker and watching Don Karnage go through with this. "I said get in the ship!" hollered the captain, snarling in particular at Marty. "Now!"

"Aw, shoot," mumbled Baloo. He glanced up, and that fighter jet had just blew past all of the Red Wolf planes trying to stop it; it was in a shallow dive now, nose aimed right for the deck. Lightning began to crackle around the time machine, in a spherical shape. He jumped to his feet as fast as he could, and made a mad dash toward Karnage. "Oh no ya don't!" Baloo put all of his heft into it, and tackled the wolf out of the seat. Karnage went down, legs sprawling over his head, then, groaning, sat up, cupping his brow. He shook it off and came back to his senses quickly.

"Oh no _you_ don't!" he spat, and ran back to tackle Baloo. A standing wrestling match ensued over the time machine's seat. Neither quite noticed how the world was spinning around them, faster and faster. And neither noticed the plane that was descending upon them.

The Cyclone roared over the deck; the glass canopy of its cockpit was already destroyed, showing Cloudkicker's snarling face and his hair whisking back in the wind. He jumped from the plane, over the spinning ball of lightning, swinging from cords of a blooming parachute in the left and, and in his right, _Doomshot_ , aiming to kill.

The lightning became a single sphere of pure light, intensely bright, and a thunderous sound cracked the air. When the light and the sound were gone, the only thing left where the time machine had been was the collapsing parachute.


	16. Chapter 16

_My heartfelt thanks to everyone who has expressed an encouraging word on this story through reviews and PMs. Though the fandom of a nearly 30-year-old show is understandably sparse, the show and its characters continue to be part of my almost every day thoughts in some way or another, and I'm delighted to know that there are others who cherish it as well. Story telling within this awesome universe of sky pirates and endless adventure has been a labor of love. And now, as Paul Harvey would say, "the rest of the story..."_

* * *

 **Chapter 16**

 _It's dark._

 _'Lil' Britches, wake up! Lil' Britches! Lil' Britches? Oh Lil' Bri-itches! Ha, there ya are, hot shot! I was lookin' for ya.'_

 _There's no explanation. He sees Baloo just suddenly there, smiling carefree, flicking the brim of his red cap with his knuckle. Papa Bear kneels down, arms wide open, waiting, an invitation jump in for a squeeze._

 _'Baloo? Papa Bear! You're okay!' He wastes no time, throwing himself around Baloo's neck. 'I thought you were ― gone.'_

 _There's the sound of Baloo's chuckle, that soft merry laugh, a sound of endless comfort that could stay the gates of hell. The big guy's arms are squeezing him close to his heart. The darkness flees like hissing demons scattering in the light._

 _'Aw, not_ me _, kiddo. C'mon, let's go home.'_

 _He pushes himself away, only far enough to look Baloo in the eye. 'Home... but... it's not home anymore. Don't you remember?'_

 _Baloo says nothing, just smiles. It's gone from carefree to stoic now._

 _'This is always the part when I know it's a_ _dream.' The realization comes with a warm pang welling in his eyes. Baloo looks so real. There's a guacamole stain on his shirt pocket. His eyes twinkle to_ _complement_ _his smile, premature wrinkles lining their corners. He stares at him for a long moment, to take in every detail; the shine of the brass button on his pilot's cap, the strands of hair showing under the visor, the shape of his nose and the way his shirt pulled around the buttons. Then he slinks against that shirt, wrapping his arms around Baloo's neck until he can interlace his fingers. Against his cheek he can feel the warmth of his own tear blotting into the fabric; he knows he's not a kid anymore, but for now there's nothing more he would rather be. 'I don't wanna wake up. I miss you.'_

 _Familiar arms blanket his shoulders, then he feels a familiar playful mussing of the bill of his ballcap._

 _'It's gonna be okay, partner,' the big guys promises him. But his voice is absent of its gentle mirth. Then, a long breath is heard drawing in, about to ask a question. He cringes; he knows what Baloo's going to ask._

 _'Kit, what're ya_ doin' _to yerself?'_

 _This is where the dreams always ends. But it hasn't. He's still holding onto Baloo, and Baloo onto him. This is new. There's silence. He's scared to answer, and ashamed to face Baloo now, to see in him the scorn, the disappointment, the shame. The darkness slithers nearby again, circling. He can feel it seeping inside his skin, cold and heavy. But Baloo's still here. When he thinks of that, the coldness shrinks away._

 _He decides to face him, to accept his guilt. He gasps when he sees blood on Baloo's shirt, smeared from his hands. But the big guy doesn't seem to notice. He's waiting for an answer, the thoughts in his gaze, to his surprise, not loathing, but confused. And sad. There's love there. It's crushing._

 _'I don't know.' The admission comes with a sob. 'Don't go. I don't know what I'm doin'. I wanna go back home.'_

 _The darkness, mighty as an ocean, swells into a twisting maelstrom, rising, about to fall over them. He watches Baloo's face, until the darkness washes it away. And then..._

Baloo's face was still there, looking down upon him.

"Kit? Buddy?"

Kit Cloudkicker squinted. It was all so blurry. His heart fluttered; in that instantaneous moment, there was no time for his thoughts to catalog all of his deepest desires, but time to know that they were all met. He smiled. He couldn't help it; it was a smile he could not contain.

"Papa Bear?"

"Right here," the big guy smiled.

A miracle. He felt a warm wave of euphoria surge from head to toe, and his skin tingled with goose-flesh. He was going home, the long, incredible nightmare he had was ― he glanced over Baloo's shoulder, seeing the cold, white light bulbs shining from the _Iron Vulture_ 's ceiling. A glance around him, and there was Don Karnage, his ugly, gloating face. It all came crashing down on him, then, remembering where he was. Remembering everything. The nightmare was real.

"Aw, crap," was all he could say, instantly resigned to the real world. His eyes rolled, and not voluntarily. A dull, drumming ache throbbed from the back of his head, and the fresh gunshot wound he took to the side of his rib ached anew, as did the punctures on his throat from Shere Khan's claws. Despite being on his back, he felt like the floor was rolling under him, and spread his arms to catch himself from sliding somewhere. He squeezed his right fist together, the wits he was holding onto telling him his hand was empty ― that _Doomshot_ was not in his grasp.

Pieces of the battle flashed through his head ― the losing pieces. Pieces like his squadrons being outmatched by tiny Thembrian planes, his millions in cash blowing away in the high wind, his bomb getting snatched out of mid air by the _Sea Duck_ , his airships getting blown out of the sky, _Inferno_ erupting in that hellish blaze... _Iron Cloud_... Em...

The din of the airship echoed in his head, but somewhere he could hear Baloo calling his name. For an instant, he had a delirious sense of longing for such a sound, but then, as his cognizance was minutely regained, he felt loathsome. Mostly, he felt loathsome for himself, for that needy, clingy kid he disavowed, the kid who couldn't stand on his own in a world that demanded it, the kid flew from one empty promise to another, Don Karnage, Daring Dan Dawson, the _Bullethead Brigade_ of all things. He didn't need Baloo. He didn't _want_ to need him. Cloudkicker didn't need anyone.

He felt several hands grab him and turn him over on his stomach. Cop hands, he just knew it; they all had that same kind of handling about them when they were arresting you, squeezing your pockets, poking around in every nook and cranny you were born with. He groaned when they frisked where his wounds were still tender. Ultimately they found a dagger. His arms were being held behind his back, and he heard the ratcheting of handcuffs. The blood rushed out of his head, the sound running deep in his ears, as they abruptly picked him up by the arms. Somehow he found his own footing, but the sudden vertical shift with a swimming head make his stomach churn sickly. He bent down and suppressed a heave, noticing if he puked it would have been on Baloo's feet. He swallowed hard, and his eyes followed from the feet up, to belly to shirt to face. Baloo looked at him so worriedly, so concerned ― oh yes, so concerned while helping Don Karnage ruin him.

He tested the strength of his handcuffs; for the first time in his life, he wanted to take a swing at Baloo. Maybe his bristling body language was giving Baloo the hint, because he recoiled away.

"Kit?" he asked, and lips began stammering as if to offer some explanation ― he looked so uncertain, so childish, so _dumb_. So pitiful. And so he ended Baloo's stammering with this clear warning,

"Stay the hell away from me."

Judging by Baloo's expression, his words seemed to have stung. _Good_ , he meant them to.

And that was all he cared to say, to anybody. These three dorky sky marshals that had him by the arms, he thought of how right Em was when he said he should've taken care of them back on _Iron Cloud_. And Em ― he saw her plane go down, tailed by a Cyclone. He had taught her to fly, after all, coached her on every detail, made her a killer pilot ― but when her plane was hit, he couldn't talk to her due to the interference on the radio, couldn't urge her to make sure he pulled her parachute in time. Couldn't coach her, couldn't help her. He was shooting down a plane himself at the time and had no idea if she made it or not. His gut told him, _not_.

He'd hold that one against Karnage, too. Karnage... oh, he knew Karnage was gloating after him. He purposely kept his eyes averted, lest he lose his temper. Because he would have, for all the hate he felt then, would have gone crazy, would have tried to rip out Karnage's throat with his bare teeth. He was too dizzy to put up a fight. Now was the time to recoup. Time to play a necessary game of possum. Time to think about his next move. Time to let them think he had given up. These turds thought they knew who they were messing with. They had no idea.

They walked him off to the side of the hangar; his left leg had been jarred by his crash landing inside the airship and ached fiercely, and that, along with the constant dizzied sensation of the floor rolling, he could not help but to stagger, swaying into the shoulders of the sky marshals with each step. They sat him down on a crate. The one sky marshal ― the one Molly fell for ― had hold of _Doomshot_ , studying its artisan craftsmanship, the grotesque beauty of carved ivory decorating its sides, its three bloodstained blades, the girth of the barrel, enraptured by its sheer gruesomeness; he clutched it gingerly as if caring for a brittle and valuable artifact, and made some stupid comment about believing it would be in a museum one day. Not before it wound up crammed down Karnage's throat, buddy.

There was some degree of sanctification he felt in the way they surrounded him, all these guns being pointed at him by Karnage's new ragtag lackies. They must have thought it was _dangerous_ , even bound in cuffs. If they could only knew how fervently he intended not to disappoint them. There was even some big, dumb mechanic promising to brain him with his giant wrench if he tried to get froggy. But what got him, what made his gut sink, was when he noticed some kid, a girl, smacking bubble gum, trying to inconspicuously peer at him. Karnage had found himself another latchy snot who didn't know better but to idolize him. This kid had no idea what kind of letdown she was in for. It was that, and he was pretty sure it was also his head rattling in his ears, that made him upchuck.

His hesitation in pulling the trigger haunted him. It wasn't so much how it turned out, which was bad enough, but the fact that, after all this time, he still hesitated, and worse, his old mentor called him out on it: _'...there is maybe a teeny, tiny reason you do not want to fire your little toy.'_

Now and then, the kid he used to be would creep up on him, and it happened again, when he had Don Karnage's miserable life dead to rights. No, looking down barrel, he wasn't savoring the moment. He was choking away the memories he had buried deep down in his anger, like the one where this pirate captain had clasped his hand on his shoulder and tied a red scarf around his neck. This captain had thought something capable of him when no one else had ever given him a second thought. This captain had given him a home in the sky, a place to belong. This captain, _his_ captain, once.

 _Never again._

He watched the hangar, quietly. He watched a small army of Auto-Aviators ― jeez, _those_ were a random blast from the past ― board the _Sea Duck_ and carry out the bomb. _His_ bomb, his big chip on the global card table. They marched it out of sight. He recalled what the time traveling otter and his pet flying ball had told him, that it was possible to use a nuclear reaction to jump-start their machine. He recalled Baloo's promise that he was 'going back, real soon.' They were going to start that time machine. They were going to try to _fix_ him, make it so that all the scars he had bore, physical and emotionally, had never happened, at the risk of erasing him altogether. Priority one, he had to put an end to that.

When the Navy planes boarded, he was tempted to make a scene, to shout out about there being not just the bomb but a time machine on this airship. Like they would believe a word out of his mouth, though. No, he'd have to handle this one himself, and when he saw their big planes, obvious with their intention to haul him out in one, he had an inkling of an idea. He could work with this. He hoped.

The Navy goons were worthless in their search of the airship, no surprises there. Then it was time to go. He had to look away from Molly hugging her betrothed goodbye, and he slouched with a sadness. He wasn't able to protect her, like he swore he would. He let her down, let her get bamboozled by Karnage's heroic pretense. He wished, more than anything, she never would have gotten herself involved in any of this. She still, _still_ , had a innocence about her, like a child, naive to the harshness of the world; for instance, she believed her boyfriend could take him in alive and somehow live to see her again.

It sounded like it was coming from a mile away, but he heard her say, "I love you, Kit." It was plain and sincere, but mixed with an uneasiness about it, a sense of dread; she was keeping her distance from him. He believed she meant it, but he believed she would probably change her mind one day. Probably today.

He began to keel over, and caught himself by extending his right leg before he teetered off the crate. This dizziness, it was like being in a boat on the high seas. This wasn't the first time he took a blow that made his brain rattle in his skull, so to some degree he knew what to expect. He'd have to wait the worst of it out. Go with the flow. He kept his eyes closed to focus, concentrating on keeping his wits about him while his head ached; but a cheerful din began to rise around him. It was a scattered murmur at first, but spread quickly, all over the hangar. It was Karnage's stooges, celebrating. They were gloating over him, laughing at him, patting themselves on the shoulder, thinking they had beaten him down.

There went his wits. Now he was just pissed. In the midst of a stupor, he stood up, quickly, catching himself on his right foot before he toppled over. They re-aimed their guns at him, suddenly alarmed. The cavernous room hushed to whispers, and then went silent. He scanned around at their faces, strangers all of them, seething at how much he loathed every single one of them. Then one face ― it was Karnage, staring him down with those yellow eyes. A furnace of hate burned in his core. He lunged to attack.

Then his face was on the ground, and he could taste the iron floor. It proved to be a jolt back into reality, and his present situation. "Oh, right. Handcuffs."

"Come on, it's time to go," he heard Molly's boyfriend say, and they picked him up by the arms. He was still having trouble with his footing, still fighting off the dizziness. Ahead, he saw all the stooges had cleared a path that led to one of the Navy planes. The finality was drawing, and so were the things he would have to do to make sure that time machine was never used. Violence would ensue, for him to get to his target, and Molly and Baloo would be caught the middle of it. He wasn't quite sure why he bothered, maybe it was his head, reverting back to the childish notion that there was still a _hero_ left in the world that could save them all, but he called out Baloo's name. Baloo had to stop it ― before he did.

"Kit?"

Baloo's voice brought back the dream into memory, the whole thing, all in an instantaneous flash. "Baloo, don't let 'em use that time machine. You can't. They can't. We're who we are, don't you get it? There _is_ no going back. Only ―" The images in his head haunted him. How many times had he had that dream, and woke up longing for it to have been real. He felt a sickness rising in his gut again, and he swallowed with a hard gulp. "Only in your dreams. Promise me, you'll put a stop to it."

It was that childish hope he was reaching deep into, that Papa Bear would do anything for him. But Baloo only averted his gaze from him. That's when he felt something peculiar, emotionally, like a small tingling sensation from an overwhelming numbness. It was heartbreak.

"That's how it is," he said. He should have known better than to believe in heroes again. For the last twenty years, he'd been doing what he had to do to. So be it. "Huh, shoulda let 'em ghost me, then."

They pulled him away, into the plane. He was seated on a bench that went lengthwise the side of the cabin. He noted it wasn't meant for prisoners, per se. The plane didn't have any particular features for transporting dangerous passengers. Just the handcuffs behind his back. This was good.

The three sky marshals stayed with him, two other Navy sentries stood at the front and end of the cabin, armed with assault rifles. Molly's boyfriend still carried _Doomshot_. The moron had brought it into the same plane.

Shortly after takeoff, he heard the drum of escort planes. He leaned back, cocked his hear to the cabin wall, and listened. This elicited a curiousness from Charles.

"Hear anything good?" He thought he was being pretty amusing right about then.

"Cyclones," said Cloudkicker. "Two... no, three on this side, prob'ly three on that side."

Charles nodded. "I'll bite, how'd you know?"

"Easy. They use Pegasus P-200 engines. Got that really weird high pitch wheeze sound to 'em. When there's more than one, they got this... I dunno... _harmony_ goin'. They're featherweights, good for carrier ops, but couldn't take a lickin' like this ol' gal." He indicated the transport plane by stamping his right foot on the floor. "C-10 Aeronaut, light armored transport. You know, I once crashed in one of these."

"Crashing's not something a lot of pilots brag about."

"Wasn't flying it. I was hijacking it." Cloudkicker leaned forward, with a cock of his head gestured for Charles to come closer. The latter obliged, but suddenly realized he had brought _Doomshot_ within inches to its master. Cloudkicker's eyes gravitated to it like a hungry man's leer at a tasty, warm cinnamon roll. Charles recoiled it away, and set it down carefully on the opposite bench. Cloudkicker smirked. "Careful. It's loaded." Then, "I'm ready to make you deal, Agent Charles Wright."

The other sky marshals, even the two sentries, snickered at the thought of a deal, the words of a delusional man. But Charles' lips thinned against his teeth. "You know my name," he said.

"I know the middle name of your second grade teacher. Checked you out a long time ago, soon as you and Molly got... friendly. The only reason your not worm food right now is because I thought you wouldn't half bad for her, that if she chose you, I could accept it. You seem to care about what's right. That's why I'm talkin' to you right now."

"And... what exactly are we talking about?"

"I'll make you an offer. You take what you have here, turn it around, go get Baloo and Molly. Get 'em out of the way. _Far_ away. Get 'em safe."

"Safe," repeated Charles. "From what?"

"From me."

Charles smiled, awkwardly. "Doesn't sound much like a bargain. What's in it for me?"

"You get a chance to marry Molly. You get to make her happy. You get to see tomorrow."

"That's a threat? That drop on the head must have done more damage than I thought. You _owe_ Baloo, you know. They would've killed you before you pulled the trigger. Baloo saved your life."

"Yeah. Nothin' says how much you care like a concussion."

"Let me lay it out for you, then. You're handcuffed, surrounded by armed guards, ten thousand feet in the sky, in an airplane that's covered by several other armed airplanes to guarantee our safety. Your fleet's done, Mr. Cloudkicker. No one's coming to save you."

He almost laughed, leaning back to plant his shoulders against the cabin wall. "Ain't that the truth. Look, you damn well know about the time machine. If Baloo uses it to go back, there's a chance that I might... _cease to exist_ , to say it how it was explained to me. I won't take that chance. Then again, if Karnage uses it, he'll make damn well sure I don't exist."

Charles gave sidelong glances to the sentries, indicating their prisoner was coo-coo. "After all you've done, I'm pretty sure there's a good chance you'll cease to exist after your trial. Odds are a hanging, but if it gets kicked up to war crimes, nobody's ruled out an old fashioned firing squad."

"Yeah, well, seein' as you let that red-assed weasel go, I don't got a lot of choices. And you don't have time to mull it over. I need to know your answer."

"Answer? What makes you think we'd make _any_ sort of deal at his point?"

Their prisoner flexed his arms, making the handcuff chain rattle taut. Their last warning. "Because I'm Kit Cloudkicker."

"So I've heard, but sorry. I'm afraid we'll have to pass on your generous offer."

Cloudkicker scoffed. It was a long shot, anyway. He closed his eyes, concentrating on steeling himself for whatever would come next. But of all the things that would come to his mind, which still suffered the occasional bout of dizziness, he thought of Baloo's laughter. On one hand, he hated that it compromised him ― on the other, he didn't want to imagine ever forgetting it. He shook his head, and felt himself smiling, naturally. "I never wanted to hurt him," he mumbled absently. "When he thinks he's doin' the right thing for his friends, there's no stopping him. Nobody ever had a heart like that guy, y'know it?" The smile withered away. "But I'm gonna go straight through it if he stands in my way."

"You've got a lot of people standing in your way," said Charles. He clicked his tongue, shaking his head dramatically. "Got to be hard, huh? Realizing everyone who's ever cared about you took a side against you. Ever consider that?"

That broiled fire in his veins, a surge of anger. Yes, he was thinking the same thing, but put to words, so smugly, by _this_ character ― well, he just felt a little less bad about Molly's impending loss. Now, all the while, he had his back arched over his hands, but had kept his arms still. Now he made a show of moving them, as if tinkering with the handcuffs. "Ever consider, I might break loose and snap your neck?"

Well. _That_ got a reaction, satisfyingly. Charles went from smug to alarmed, they all did, and he and the others whisked his back from the cabin wall to check on the handcuffs. They yanked up the sleeves of his jacket to make sure he wasn't concealing anything, and found nothing, except Cloudkicker twiddling his thumbs. He laughed at them, and they in return, for extra measure, if not for retaliation, ratcheted the cuffs a few notches tighter, making their prisoner wince in pain.

"Ow! You don't know who you're playing with," he warned them. He glared at each of them, in turn, and grinned sinister. "I play rough. And I cheat." The plane made a dip to the right, and he looked up at the ceiling, mouthing a count of seconds. He decided to give them a little show of his aviation instinct. "Guessing by the time and incline of that turn, we're headed southwest," he said. That raised a few eyebrows. "Real sluggish leveling out. This thing's got nearly a full tank."

Charles looked at the pilot and co-pilot, who in turn were looking back, shrugging. "He's right," one said.

"Pretty good," said Charles. "You do any other tricks?"

"Yeah. I unlock handcuffs without anyone noticing."

They hesitated when he said that... should they check again and be made fools of? Should they be safe than sorry? Charles, however, waved them off. "He's got nothing."

"Well, I dunno Chuck," said Cloudkicker. "They say he's got pretty careful hands... _and_... he keeps a pick tucked away in the cuff of his jacket. You guys didn't find it." Suddenly, to their horror, Cloudkicker brought his hands out in front of him, the handcuffs dangling from his right wrist. "Ta-da!"

In their shock, they could not fathom what was happening fast enough. The sentries, front and back, had not even raised their rifles before Cloudkicker jumped up, grabbed Agent Wright by the chin and cranium ― and _snap_. Agent Spence took an elbow to the snout, and he went reeling into the sentry in front. Agent McCoy was _thrown_ into the sentry in back, and Cloudkicker followed in with a charge, snatching up _Doomshot_ in his hands along the way. The rear sentry erratically fired his weapon, punching holes through the cabin ceiling, as the blades of _Doomshot_ pierced is chest all the way from rib to spine. The shots were in McCoy's ear, and the sound stunned him.

The pilot and co-pilot were clamoring for help on their radio ― _Mayday! Mayday!_

The front sentry was taking aim. Cloudkicker ducked, and at the right instant ― he had been shot at enough times to read the face of a scared, desperate someone when they were committed to that pull of the trigger ― he grabbed Agent McCoy as a shield. The rifle fired a burst. McCoy, perforated, splattered the cabin red. The sentry squealed in terror-stricken panic when he realized what he had done.

"Ugh! Stop bleeding on me!" grunted Cloudkicker. He pushed McCoy away, aimed and returned fire. The slug of one fiery blast from _Doomshot_ took out both the sentry and Agent Spence in a skewering shot ― the agent in the head, the sentry in the heart. It left neither body part remaining. Behind them, the co-pilot, leaning out of his seat, tried to unholster a pistol from his hip.

"He's loose!" the pilot cried out on the radio mic. He screamed when _Doomshot_ won he draw against his co-pilot, the latter an instant corpse with a large cavity in the chest, smashing into the control console. "He's killing everyone! Mayday, mayday! We're in trouble over ―" The next shot hit the pilot square between the shoulders. The molten slug careened out the windshield, shattering it entirely, leaving behind a bloody mist that was blown away by the sudden influx of wind.

"Sorry, Jack, it was you or me," said Cloudkicker, as he yanked the body from the pilot's chair. He grabbed a spare pair of goggles hanging from a hook and put them on, to better see. "And I like me better."

As he took the Aeronaut's controls, he took a big breath, filling his lungs with the roaring wind, sticking out his tongue to taste it. There was nothing like the feeling of cold, stinging, raw altitude screaming in your face, skin on sky. It was invigorating, exactly what he needed. A glance to his left and right, and he saw the six escorting Cyclone fighter jets were still in formation by each wing, their pilots' heads were rubbernecking to see just what the blazes was going on.

He picked the first Cyclone on his left, banked the Aeronaut sharp to port, then pulled up hard on the yoke so that its top careened into the side of the fighter. The larger plane was mostly unfazed, but the smaller warplane was smashed by the impact and burst into flames. Five left. The Aeronaut rolled to port, and in but a second had wiped out the next Cyclone over before the pilots even realized they were under attack. Four left.

The roar of the wind had largely drowned out what he could hear from the radio anymore, but he didn't have to hear their words to know they were soiling themselves about now. He snatched a packed parachute from under the pilot's seat, and flew level for a moment, riding the edge of his seat. He gave the remaining planes a chance to get in close for the kill, and they took the bait, taking their aim carefully. He needed them as close as they would get. When they were about thirty yards, he pulled the Aeronaut into a steep climb, at length going vertical. A heavy plane like that couldn't sustain a climb like that for long, so he had to act quick. As expected, the four Cyclones had grouped together, followed him into the climb, their pilots clamoring to shoot the Aeronaut down. That was the thing about their training ― they only trained to think about the plane, not the guy flying it.

Crouching on the back of the pilot's seat, Cloudkicker ripped the parachute from its pack, wrapped it snugly around his left arm, wielded _Doomshot_ with his right, aimed his gun and blew away the cockpit door. Last, he swung the yoke hard to port. The effect was that the plane was slowing to a vertical stall while jinking, the sudden change in speed and position was enough to throw off the Navy jets. They overshot the Aeronaut, straight up, but not before Cloudkicker, jumping into the sky, speared one with _Doomshot_ between the cockpit and tail, latching onto the plane.

"Yeeehaw!" he cried, getting pulled skyward for a wild ride. The pilot head from under the glass canopy was bobbing around frantically; he must have realized he had an unexpected passenger, but not a clue what to do with it. The plane wobbled out of the climb, and Cloudkicker, with _Doomshot_ firmly impaled into the mechanical flesh of the plane, reached up to where he knew a Cyclone had an emergency latch on the back of the cockpit. It was a safety measure in case an incapacitated pilot ever needed to be rescued from the cockpit. In this case, the incapacitating would have to happen _after_. One flip of the latch, and the glass canopy went flying away, and its pilot was fumbling for his sidearm. Now with one hand holding to the edge of the cockpit, Cloudkicker wrenched his gun free with the other, swung its business end around powerfully, and at the end of that arc the blades plunged through the pilot's heart. From there he climbed over the body, grabbed the flight stick, and rolled the plane completely around; by the time the plane came back upright, there was a dead pilot falling from under it, and a new pilot in control.

Three to go, and rest was elementary, for him, anyway. Adrenaline was thumping as his twisting maneuvers left them confused and overwhelmed. He shot the remaining Cyclones down in quick order, taking the first two out with blasts to the cockpits. The third, he looped back square on its tail, cut the throttle so not to overfly it, and the adrenaline took over ― instantaneous thoughts of Em and _Iron Cloud_ , Karnage and Baloo, Molly and that scrawny egg-headed otter, the _audacity_ of these Navy punks thinking they were going to best him ― he pulled the trigger on the flight stick and did not let go. The bullets from the machine guns on the wings streamed forth, he could feel the heat of their combustion on his face, and he let out a scream, a war cry, from deep in his lungs, ending only when the bullets were depleted. By then, the plane in front of him was nothing but no less than a dozen perforated, burning pieces raining into the ocean below.

He was out of breath and felt light-headed, and finally let go of the trigger. Around him, it was jarring to see how serene and beautiful the sky was, a cold, pale blue. Sometimes, like now, even in the throes of this waking nightmare, it would catch him off guard, the thought of how big and endless was this blue wonder he claimed his home, bright and glorious, starry and serene, stormy and dangerous. His first love. The one thing he'd give up for absolutely no one, and no one was going to take him from it. It was time to stop a time machine.

He thumbed away splattered blood ― not his ― from the crystal of the console compass, then scanned the rest of the gauges: altitude, fuel, engine power, and the rest, deriving calculations of what this plane was capable of. It wasn't math, there was no numerical conclusion in his head. It was the sum of it all, an intuition. These Cyclones were scrawny, but they were fast, enough to get him to the _Iron Vulture_ quickly. He turned northeast, and cranked up the throttle.

No doubt everyone had heard the pilots' mayday calls. All he wanted, at least, was for one particular person to be listening, and he bet he was. He picked up the plane's radio mic, shielded it under his arm against the wind roaring over his head. "Karnage, you hear this?" There was no reply, but somehow he sensed the fear trickling down Karnage's back in hearing his words. "Tell Molly I'm sorry about her boyfriend, but the wedding's off. Him and his friends are all dead, dead, and dead. All these pilots, dead. Think I've made my point? Everyone who stands in my way, dead. And I'm comin' for you. Nobody ― NOBODY ― saves you from me."

With that, he ripped the mic from its cord and threw it out of the cockpit. On his way into a clouded horizon, his left hand caressed the stock of _Doomshot_ , as it was leaning against his knee between his legs. There was still at least one more round in it, and next time he was not going to hesitated to finally remove the smirk from Don Karnage's face, permanently.

At length, he passed through a massive cloud bank, wet and dark, chilling to the bone. On the other side, there was his quarry, beamed upon by the late afternoon sunlight; the wounded _Iron Vulture_ and its battered zeppelin escort trudged along side-by-side. He leaned forward, wiped his goggles with is sleeve, sight zeroing in on what he _thought_ he was seeing, and it was true: a crowd was gathered on the top deck of the _Vulture_ ― around the time machine. Muttering uncouth words, he aimed the nose of the plane straight for them.

Karnage's attack planes, what was left of them, peeled away from the airships and came his way. "C'mon, whatcha gonna do..." He called them several seething names that will not be transcribed in this text, and made loud laughing noises as if they could hear him. Nothing would have pleased him more than to have this dance, but he had no time for these yahoos. He rolled past each and every one of them, leaving them behind with their bullets spraying erratically.

He readied the parachute in his arms, wrapping the cords tight in his left hand, _Doomshot_ in his right. In a beat, he was soaring over the _Iron Vulture_ ― half the crowd on the deck was dispersing in a panic, lightning was flashing from the time machine, and somewhere in that light ― he could hardly believe his eyes ― Baloo and Don Karnage were brawling. No time to figure that one out. He jumped from the plane, over the deck. It happened all within a few seconds: he couldn't get a good aim on the time machine, as the parachute bloomed and him holding onto it, it made him sway widely. The sphere of lightning was crackling loudly, and shining so bright that it hurt his sight. He swore, adjusting his aim up, down, left, right, and all over again. An electric sensation tingled through his body, popping through is fur.

Then the light overtook him.

* * *

All the noise stopped. The light was gone. Baloo was on his back, and opened his eyes. Karnage was on top of him; they still had each others hands around on their throats, but their fighting had come to a freeze. Karnage was just as perplexed as he was. It was hot suddenly, a bright, burning afternoon sky. The icy wind and clouds were gone. And they were no longer scuffling on a concrete deck. There was _dirt_ underneath them. Grass. The thrumming rotor noise of the _Iron Vulture_ were silenced, and in its stead a serene hiss of the ocean and caws of seabirds.

They were upon a narrow plateau, on the shoulders of a rocky spire. Below them, a sea of treetops, and beyond, the sea itself, in every direction. Baloo shrugged Karnage away, crawled a short distance to the edge of the plateau. Karnage did the same, jaw hanging loose.

 _Is it really..._ Baloo was thinking. It looked so familiar, in such an unfamiliar way, it was giving him goosebumps. The way the rocky spires rose, the way the green terrain rolled... it was coming back to him, how he flew his plane through this part and that to evade the sky pirates... and then, nearby and below, he spotted the crack of the ravine in the island's center. He remembered landing near it! And there it was, he could see it, the _Sea Duck_ beached in the surf, just where he left it.

"It _is_ ," he breathed. "I'm back. I'm back! I'm really ― uh-oh." He wasn't the only one, he realized, as he looked over at Karnage, who had just made a grave vow to stop Kit any way he had to. He was about to brace himself for a fight, but Karnage put his hand up to stop him.

"I am _not_ uh-oh you need to be _uh-oh_ -ing about," he said.

"Wha'...?" Then Baloo noticed what he was talking about, _who_ he was talking about. On the other side of the time machine, Cloudkicker, dazed and groaning, was getting to his feet.

"Oh no," Baloo stammered.

Don Karnage stood up and unsheathed his cutlass. "Go find the boy," Karnage told him, grabbing him by the shoulder. "Find him before _I_ do ― the _other_ me! Go!"

"Karny, wait!" Baloo called after him, but there was no stopping him. "Karny! No! Kit, don't!"

In an instant, Cloudkicker and Karnage were as two rabid dogs, gnashing their teeth. Cloudkicker tried to aim _Doomshot_ as Karnage lunged at him, but Karnage knocked the barrel of the gun away with a broad, outward swipe of his sword, then, in a perfectly unscrupulous move, kicked him in his braced left leg. Cloudkicker howled and doubled over, grabbing Karnage by the collar on his way down, and in a beat they were on the ground. Cloudkicker gained the better position, landing on top of Karnage, and he smashed his knuckles into the wolf's skull, then again, and again ― Karnage was stunned and rendered defenseless. The blows kept coming, each one more fierce than the last, each now bloody and raging. Frothy spittle was dripping from Cloudkicker's lip.

Baloo jumped up and picked him up away from Karnage, hoisting him under his arms. For his efforts, he got a heel to his knee, and Cloudkicker freed himself with a powerful shrug, which sent Baloo tumbling backwards.

"I said go!" yelled Karnage, wiping blood from his brow. "Now!" _Doomshot_ was on the ground. Karnage, tightening his grip on his cutlass, lunged upward, but was staggering. Cloudkicker sidestepped and caught his sword hand by the wrist.

As Baloo lifted his face from the grass, he saw the two of them face-to-face, wrestling for control of the sword, at the edge of the plateau, where the dirt under their feet was crumbling over the side. Suddenly the blade swung inward and upward, between them both. Their fighting came to a still. Don Karnage gasped. Cloudkicker grinned at him venomously, then pushed him over the edge.

Baloo flinched and yelped, seeing a glimpse of the crimson gash cut diagonal the length of Karnage's torso. Cloudkicker kicked the cutlass over, too, and spat. It was at that moment he started, as if realizing only then where he was; he staggered away from the cliff, in an obvious sense of shock, the climate and scenery, all the details of this island had snapped his memory, vividly, back to _that day_.

He turned his gaze upon Baloo, at one moment puzzled, even pained, the next, just ireful. "Now what'll we do with you?"

* * *

Meanwhile, in the thick of the island was Don Karnage. Not the aged Red Wolf, but the pirate prince who had just crashed his plane into a swath of trees thanks to a certain whelp and a spicy lunch. He muttered curses while wiping away the sting of red pepper in his eyes, flicking off oily bits of chicken and vegetables from his coat ― begrudgingly licking is fingers now and then, because it _was_ tasty ― and tripping or stubbing his toes about every two or three steps over some tangle of brush, rock, or branch.

Oddly, a moment ago he just heard a sound like thunder, and he could swear, if but for an instant, there was a bright flash of lightning from somewhere above, but there wasn't a cloud in the sky. Bah, who cared. His thoughts were seething and stormy with what he would do to that bear and that boy if he ever saw them again. His imagination on that matter was particularly bitter where he was now, cutlass in hand, slicing and hacking some semblance of a path through a cluster of briary shrubs that he had stumbled into. He imagined _exactly_ how many pieces he could cut out of a bear ― with each hack and slash, each thorny scratch and prick into his legs and hips, and each little tear of his garments, that number got bigger and bigger.

Panting, he leaned his shoulder against a broad tree truck after finally getting out of the briar. The path further ahead, and by _path_ we're talking about a vague separation of the trees, was a grassy incline uphill, that eventually went higher than the trees to a rising ridgeline. One tired foot after the other, he lumbered that way ― and heard a very strange voice telling him to _stop_.

And stop he did, puzzled. He strangely recognized that voice... it was like the same voice in his head, the one that was busy adding up bear pieces, except this one was in his ears.

"Get... _over_... here," the voice ordered, weak and straining. It made the fur on his tail stiff. With careful, quiet steps, he approached the swath of trees where he heard the voice, cutlass ready for anything. As he got closer, he heard hard breathing, the kind from the mortally wounded.

Cautiously, he leaned forward and peered around one of the tree trunks; a hand suddenly grabbed him by the snout and squeezed his nose! It wouldn't let go, either. Karnage yelped and dropped his cutlass to tend to his impeccably shined and sensitive snoot, realizing then that his assailant had cleverly disarmed him. Wait ― _who would know_ that was his weak spot!

Who indeed ― he shuddered and screamed, nasally, at the sight, while his nose was still being held hostage. This guy was wearing his clothes! He was wearing his... face? No, that was too horrific, the gray, the wrinkles, the scars, the missing ear, the ― cut. He screamed again, at the sight of the bloody slash over his coat ― _his_ coat, his exact coat, on another person.

" _You_ are still looking fabulous in the face," he old man said, then, gravely, " _Don't_ make me change that." His grip loosened, however, his strength succumbing to his wounds, and he collapsed to a knee, then rolled haplessly backward, ending up sitting up against a pillow of green brush.

The younger Don Karnage clasped a hand over his pounding heart, backpedaling against a tree. He had seen a certain face in the mirror enough times to have a eerie idea of whom it was. The elder read the question forming on his lip before it was asked, and answered, "Yes, a ghost. Yours. _This_ is what happens if ―" He began coughing, a great look of pain creasing his face.

A hallucination, it _had_ to be. Maybe that greasy, old pepperoni he had for a midnight snack last night was catching up on him. Or maybe he whacked his _cabesa_ when his plane crashed. But _this_ , this couldn't be happening. Surely if he were to reach his hand out and poke this impersonating person, he'd touch nothing at all. Leave it to his superiorly ingenious mind to have the best of the worst hallucinations.

Although... that grip on his nose sure felt real, and still smarted. And, if he was going to imagine himself, the imagined part would look a lot better than _this_ ― or would it?

The younger lost his want to run away screaming his head off, contemplating that face. He had no vast experience with empathy, but he could practically feel the gash cutting through is own chest. The extent of his fear became the extent of a horrified wonder and curiosity. "Who... who did this?"

"For all that matters, _you_ did. Is too late for me. But you... _you_ have to change it." Groaning, he rolled his head back into the brush, while clenching his arms around his wound. His breaths were ragged and shallow. "Save the boy," he uttered.

The younger took a cautious step forward, ear cocked; the logical part of his brain was still trying to make heads or tails out of this morbid sight, but something else, a feeling, seemed to grasp the un- graspable. A warning to himself. "What boy?"

The elder snarled at the stupidity of the question. "You _know_ what boy. _The_ boy." He erupted in a pained coughing fit again, this time spitting blood for his mouth. "Save him," he croaked, "to save _us_." His voice rattled away, and his breathing, labored gasps, ceased. His eyes closed and his body went limp.

That left Don Karnage realizing that he was looking upon his own mangled corpse; his death, his end. _Now_ he was scared, and he ran, with huge, sprinting strides, away. He took the way up the grassy incline, panting fiercely, the images of what he had just seen chasing him. He just kept running away from it, and as he sprinted upon and over the ridgeline, out of the shadow of the trees, he was blinded by the bright sky, and he did not even see the rock he tripped over. Suddenly he was tumbling down the other side of the ridge, sliding in the grass, and came to a crumpled stop with his chin in the dirt. The only thing worse than how much he ached was how bad _that smell_ was ― he had landed by Mad Dog's feet.

"Hey, Capt'n!"

Karnage felt grubby hands trying to help him up, and pushed Mad Dog away. He looked up, at the top of the ridge, terrified ― was that haunting vision following him? It _was_ just a daydream, right? It _had_ to be. Dumptruck and Mad Dog where there beside him now; they were looking at him bemused like they thought he had just seen a ghost.

Wait ― were _they_ real? Better be sure. In one swipe, he smacked them both.

 _Yeow_ and _ow_ , they yelped. "Why'd ya do _that_ for?" whined Mad Dog.

Karnage exhaled. "Just checking."

He held onto his head, trying to reckon with what he had just seen and heard ― what he _thought_ he had just seen and heard. It _looked_ real, down to the last gory detail. But it couldn't be. And what did it mean, _save the..._

"... boy," he muttered, suddenly discovering that repugnant runt Kit Cloudkicker right in front of him. He trying to crawl across a makeshift bridge, a log lain over the edges of a deep, narrow ravine. The log wobbled a little this way and that, and by the looks of it, the boy was having a terrible time balancing his way getting across. In fact, he was practically stuck.

All of the malicious oaths Karnage has made since crashing his plane sprang to thought in a roiling anger, and he considered the perfect way to get the brat _un_ -stuck. As in, straight down.

"Well, well, well," said he. "What a _small world_ after all, no? It seems like I was _just_ shooting you and your fat fool of a friend out of the sky, and look! _Here_ you are!"

The boy was pretending to ignore him, or maybe was too preoccupied in keeping his balance. For a little test, Karnage gave the end of the log a small push, making it roll a quarter turn. He wasn't disappointed; look how that bratty bear squirmed!

Then he noticed Dumptruck was holding the kid's toy, that shiny, wedgy, cheese platter looking-like thing. He swiped it out of the big mutt's hand, making a show if inspecting it (before he would break it in front of the boy, _again_ ). "You know, boy, watching you dangle over a harrowing height brings back... brings back..."

 _Save the boy_ , the haunting voice said in his mind. His own voice. It rang so naturally.

"... memories," he said, after a pause. Suddenly those memories were less of this kid who went around crashing his planes, foiling his capers, and being a pain in the tail-section every time there was some honest to goodness pirating to be done ― and the insolent way the brat talked to him! All mouth and baseball cap, that one. But somehow, seeing the boy scared like this, it made him think of a day when he would have reached out his hand to him to pull him out of that danger, and to have a face look up to him as a hero. He tried to shrug it off. This little back-stabber became nothing to him a long time ago. He wanted to _enjoy_ this.

Don Karnage planted his foot at the end of the log... just one good push, was all it would take...

* * *

"We're gettin' out of here," Cloudkicker had declared. He was pawing at the TASTI's buttons and gauges, pulling and pushing levers, flipping switches, but getting no reaction from it. He swore loudly and slammed the palm of his hand into the console, then glared at Baloo. "How does it work?"

Baloo could only shrug at him. He had no idea. The other must have thought he was bluffing, however, because he was suddenly brandishing that awful, bladed shotgun in his hands menacingly.

"Oh, yeah? I gotta refresh your memory now?"

"Honest, _I_ don't know!" said Baloo. "All I do know is that every time that thing gets used, the worse we end up."

"Let me make it clear," snarled the other, his voice croaking. "There's a twelve-year-old kid somewhere around here, who _does not_ get to know that you made it off this island alive."

But what Baloo took from those words was the image of Kit, _the kid_ Kit, somewhere around here. All he could feel was how much he wanted to find him and squeeze him and never let anything bad happen to him. In that, he found the guts to square himself against this _other_. "A kid that deserves a better chance," he said.

"Yeah? And what about me?" Now they were in each other's face, but Baloo was taken aback by something he did not expect ― the other had a tear rolling down his scarred cheek. "I can think of all the times you saved my skin, and I'd trust you with my life. Never trusted anyone that way. You were my Papa Bear. I _know_ you wanna help that kid. Truth is, Baloo, I _wish_ I had you back all those years. I wish I could go home again. But the hell with what I want. It's what _I am_. What I've always been, with or without you. A survivor." His face grew dark. "I got a ton of regrets. Don't think I can't be pushed for one more. We gotta get this thing working." He turned away, limping toward the time machine. "C'mon, we gotta figure this out."

Baloo bowed his head, overwhelmed by the dejected sensation of not knowing what he could do ― but he spied then, in the grass, that gizmo Doctor How had called a remote control ― and he knew there was just one thing that he _couldn't_ let happen.

"I got it," he muttered to Cloudkicker. "This is what we gotta do." He snatched the remote from the ground and pushed this thumb into the big red button on it. It went _click_ , and the TASTI suddenly hummed to power. Cloudkicker recoiled from the machine. "What the... what'd you do? What's it doing?"

Baloo swallowed; the time machine levitated, inching upward at first, but then jumped higher and higher. Cloudkicker swung at it as if to try to catch it, but in a beat it was far over their heads. "Wait! What's it ― Baloo, what's it doing!"

"Goin' away," was his answer.

The TASTI began to shake, so quickly that it appeared blurry and transparent before their eyes. Throngs of blue lighting cracked and flailed from its surface, toward the ground and the sky alike. Then, in a blink, it shrunk to a tiny dot. The dot vanished in one last flash of lightning. Cloudkicker still reached up for it, having dropped _Doomshot_ , reaching upward for a moment as if doing so would somehow coax the time machine back. When the painful realization came that it was gone for good, he collapsed to his knees, some straps of his leg brace snapping apart in the impact.

He covered his face in his hands, growling with heavy breaths. "How could you..." said he; Baloo could barely hear him. "You even know what you just did?"

With the other down like this, Baloo saw his chance to book it. But... he couldn't bring himself to do so. He _did_ know what he just did, and knew it put them both in a terrible spot. He had never before felt so gut-wrenchingly guilty about doing the right thing. It _was_ the right thing, wasn't it? It was getting so hard to tell anymore.

Meekly, he padded behind the other, wanting a chance to explain, wanting to somehow make it right. His loss of words rattled in his throat. Gently, he placed his hand on Cloudkicker's shoulder. "Kit, I... whoa!" He was suddenly knocked flat on his back when the other sprang up.

"You idiot! You back-stabbin' idiot!" Spittle was flying from Cloudkicker's raging mouth as he loomed over Baloo; _Doomshot_ was in his hands. "You couldn't get over yourself, could you? Nah, not you! Do you _know_ what you just did? You just made either _you_ or _me_." He thrust _Doomshot_ forward, its bloodthirsty blades reaching inches from Baloo's face. " _You_... or _me_."

"Kit!" squeaked Baloo, covering his head under his arms. "Don't!" Baloo had his eyes clenched, terrified. But in a beat, then two or three, well... he was still unharmed. He dared to peek, and was met by the sight the gun's muzzle and its blades wobbling, until Cloudkicker had lowered his aim away completely. The anguished grimace on his face spoke for his remorse.

"I can't," he sighed, planting _Doomshot_ 's blades into the ground and using the gun to help hold himself upright. "I can't, dammit. I..." He drew a deep breath, and took a hardened posture where his shoulders were squared and muscles tightened; Baloo had a chilling and frightening idea of what he was seeing, that the other was steeling himself, hardening his conscience away. His fear came to fruition when the other looked down at him with such wrath, such a cold malice, plucked _Doomshot_ from the ground, and aimed it at square at Baloo's heart. His finger wrapped over the trigger. "Know what?" snarled Cloudkicker. "The best thing you ever did was disapp―"

He was gone. Like, _poof,_ except not even a poof. As light unveiled vanishes a shadow, he vanished as if he never existed in the first place.

Baloo yelped like he had been shot; somehow it seemed just as much of a shock. Horrified, he crawled backward on is heels and elbows, until his shoulders came to rest against a boulder. There, then, while panting madly, he tried to piece together what he had just seen, or more so what he _didn't_ see anymore. The plateau was serene, holding only kind and gentle sounds like the rustling of long grass on a warm, summer day, or a breeze that gingerly kisses an ear. But these gentle sensations were just dizzying to Baloo; the vision in his mind was seared with the image of the gun muzzle about to kill him, the face behind it, anguished and cruel, and the fate of a friend he could not save. It welled inside him, and at last he broke, biting on his knuckles to try to stifle the sobs.

* * *

Dumptruck and Mad Dog were left scratching their heads. What exactly did they just see? Because what it _looked_ like was the boss just gave the brat a freebie.

When they watched Don Karnage plant his foot on the end of the log, they were sure they were going to see him give that final push to send that brat on his way down. Instead, the captain held it steady for him, and growled a warning: "Run."

So the kid ran and got to the other side, still holding fast to that fatso's red cap. He looked back at them, obviously just as curious and surprised as they were.

Karnage, meanwhile, looked down at the mirror-like airfoil he was holding. It was rigid and rattled from the inside when shook... and it was also very lightweight, but don't let that fool you ― it could put a bump on the back of your head. Remembering this, with all the appropriate seething-ness, Karnage glared at the kid and chucked the airfoil across the ravine, aiming for that unfashionable, stupid-looking blue and red ballcap that he didn't even know how to wear right. His throw was way off, however, and all it amounted to was that the brat got his board back.

Karnage sighed, still not reckoned with how exactly he was convinced to do what he just did. It didn't feel right, in the pirate sense, where the right thing to do was usually oh so absolutely wrong. As a matter of blowing off some steam, he kicked the log away from the edge anyway, and watched as it crashed and splintered to pieces at the bottom of the ravine. It made him feel a _little_ better, especially shaking his fist at it. "Take _that_ , you dead tree, you!"

The boy scurried off into the trees, incredulously looking back at the pirates until he was obscured from sight. That left Karnage with Mad Dog and Dumptruck staring blankly at him. "What?" he snapped, "And shut up!" before they could ask why.

Karnage stamped his heel against the ground, sniffed at the air, cocked an ear to listen to the squawk of seabirds, and zeroed in on a ladybug crawling on a blade of grass by his feet. All perceptual senses checked out, so far so good. He seemed to have all his marbles mentally accounted for. But that vision... that old man, bleeding, dying, _warning_ him with his last breath... it made him shudder cold even under the sweltering sun. It looked so real. _Did_ he imagine it? He wasn't going to leave this island without knowing for sure. He better bring along these two dummies, too, for what their bite-size brains were worth.

He led them around the cliff he had stumbled down, found a climbable way uphill, and eventually came to the shadowy swath of trees just before the bramble patch, which the path he had cut through was clearly identifiable. This was the place.

He shushed his lackeys and tiptoed toward the trees, stopping just short of entering the shadow of their boughs. His caution and hesitation didn't go unnoticed.

"Boss, what're we lookin' for?" whispered Mad Dog.

"Someone," said Karnage. His foot tapped something shiny... his cutlass that he had dropped. He picked it up, and rubbed his nose, remembering this exact spot is where his snout was assaulted. It _wasn't_ his imagination, he was thinking, and that scared him. Not that he would admit it, but...

"You two, go see who's in there," he ordered. The instructions had left Mad Dog and Dumptruck startled. They began to stammer a protest ― _who_ could be in there that their cunning commander afraid of, after all ― but Karnage flashed his teeth at them with a feral snarl. "I said go!"

So they went, in a hurry. Don Karnage waited for the sound of their inevitable reaction... but such never came. They were just quiet, and all he could hear was them rustling leaves and brush while searching.

"Well?" he asked.

"There's no one here," reported Mad Dog.

"No one?"

"Nope," said Dumptruck.

Karnage blinked, then went in himself, gripping his cutlass tight. Dumptruck's big feet were standing in the brush, exactly where that person had been lying. But not only was that old man not there, all the blood he had smeared on the foliage was gone as well. The ground was clean. There wasn't a trace.

"Who was it, boss?" asked Mad Dog.

Don Karnage shook his head, wiping sweat from his brow with his sleeve. "Never mind. He was never here."

* * *

Baloo was trying to pull himself together. He was breathing deep and steady, but he couldn't keep his hands from shaking. Upon the boulder he had crawled next to, he sat down, slouching.

Small hands suddenly clasped him on both shoulders, and a voice cried in his ear: "Boo!"

Baloo turned his head, looked back, from his shoulder, following a green sweater sleeve, and then Kit's face, smiling mischievously at him. Realizing this ― and talk about a delayed reaction ― Baloo jolted, yelped "Aaauugh!" and his rump had slid from the boulder. The next thing he knew, his ears rang with the sound of laughter. Kit's.

"Whoa, Papa Bear! I didn't think that'd _really_ scare ya. You okay?" Baloo was yet dumbstruck watching the kid playfully leap from the boulder, over his head, and getting his cap placed back on his head with a dramatically formal gesture, like Kit was coronation a king. "Got your hat back! How'd _Mad Dog_ get his crummy paws on it, anyway?"

Baloo could hardly put together words. His heart leapt for more than joy. "Kit...? It's you. _Really_ you. _You_ you."

"Who'd you expect, Colonel Spigot?" He swiped off his ballcap and fanned his face with it. "Boy, the _weirdest_ thing just happened with Karnage. You wouldn't believe what ― uh... Baloo?"

Baloo blinked, realizing how he must of looked to to the kid, gawking at him like that. Worse, his sight fell blurry, and the tears were welling up. He couldn't help it, couldn't hide it, and his face flushed hot. He smiled coyly, but his voice was croaky when he spoke. "I'm... glad to see ya."

Little Britches, though, became alarmed when he finally got a chance to see how disheveled he was. "Were you..." asked Kit; _crying_ was the word. But he had stopped short of saying it, and gasped instead, looking at the cuts on Baloo's neck and lip, and how his shirt was scruffed up. "Oh my gosh, you're hurt. What happened?" He embraced the big guy by the shoulder and helped him up to his knee.

"Aw, Kit, I'm fine," said Baloo, with a big sniffle. "I just... I..." He was done trying to explain. "Just c'mere a minute." Kit didn't know what hit him when he was pulled in for the very definition of a _bear hug_. Baloo had him practically cocooned in his arms.

"Hey, loosen up!" Kit's voice was muffled. "Can't breath!"

Baloo gave him some slack, but he had no intention of letting go anytime soon. "Ah, I missed ya so much," he sighed, resting his chin on Kit's head. "I know you won't get it, but... h'oh boy, was I ever worried that I'd never see ya again."

"Aw, c'mon," scoffed Kit. He was trying to return the embrace, feeling guilty for making Baloo worry and all, but worry like _this?_ "Just 'cause the rope broke? I've taken worse tumbles than that."

"Ya fell..." Baloo had to pause to swallow. "Ya fell pretty far this time."

Kit squirmed away from him, taking a step back and looking at him worriedly. "You're not tellin' me something. You're _not_ okay, are you? Maybe we should get back home."

Home? Oh, that word! Baloo made a sound ― Kit didn't know if it was a chuckle or a sob ― but then the big guy's face lit up with a smile. Baloo tussled the kid's cap. "Buddy, cross my heart, I don't think I'm _ever_ gonna feel as good than I do right now."

* * *

They found the _Sea Duck_ in the surf, and went to repair the severed oil line in the right engine. As far as Kit was concerned, it was official: this was the _strangest_ repair job ever, and it wasn't even because they had to do it while wading in the water. It was usually a pretty standard operation: he held onto the tool box, and handed Baloo whichever tools were asked for: a hammer, a wrench, superglue, whatever he needed while he had his head up the _Duck_ 's engine hatch. What made it strange was the _Iron Vulture_ looming overhead on the other side of the island, winching up the sky pirate planes (and their ornery pilots) that had crashed. The pirates were leaving them alone.

It was all very confusing, thought Kit. It was one thing that Don Karnage acted in a way that threw him for a loop, but Baloo too? Papa Bear had this persistent dreamy-eyed trance about him, like everything in the world was new and wonderful to him. Between the two, Kit couldn't shake the feeling that he has missed something.

The _Iron Vulture_ was departed before the oil line was patched, thundering toward the horizon. Once done, Baloo closed the hatch and wiped his greasy hands on his shirt, grinning ear to ear. "That's it! We're good to git, Kit-boy!"

As they climbed out of the water and into the cockpit, Kit reminded him: "We still got a ton of handkerchiefs to deliver to Schnozberg. So if you're feelin' okay enough, maybe we oughta knock it out?"

"Ugh," groaned Baloo, rolling his head back. "All right, all right. We'll make it quick."

" _You?_ In a hurry?"

"So I'm feelin' a lil' homesick, okay?"

Kit laughed. "Homesick? What, since breakfast?"

"Yeah, wise-guy. It was a _good_ breakfast."

With a push of the throttle, the _Sea Duck_ went bouncing over the crests of a sapphire sea, slicing white waves down the sides. Kit unfolded his map, fished his compass from his sweater, and gave the pilot his heading as they took to the sky. Then he leaned back and relaxed, stretched his legs and yawned, letting the map fall over him like a blanket. Maybe he'd rest his eyes for awhile, maybe a nice little afternoon nap. But he couldn't help but think he was being watched ― and he was. He opened his eyes and caught Baloo, dead to rights, observing him. "What?"

"Nothin'," grinned Baloo. "It's just good to have ya there."

"Uh, ri-ight." Kit sat up and shook his head. "Well, all 'n' all, I guess things went better than they coulda gone."

Baloo jerked his head, suddenly taken aback by that statement, a reaction that puzzled Kit. "Wh-whaddaya mean?" asked Baloo.

Kit shrugged and gestured in the direction where they last saw the _Iron Vulture_. "The pirates let us off the hook." With a snap of his fingers, he added, "Just like that."

"Ya know, they _did_ , didn't they." Baloo had hardly realized it until now. "Say, weren't you talkin' about somethin' that happened with Karny?"

"Yeah. I kinda got cornered. But Karnage he..." Kit's eyebrows were knitting, as he replayed the puzzling scene in his head. "... he let me go. I mean, he _helped_ me get away from his own goons. If he didn't, I coulda been... well, I coulda wound up in some real bad shape."

Baloo, meanwhile, stared breathlessly out the windshield. "He _did_ it," he muttered.

"Huh?"

"Did ya see anyone else?"

"Nope, just the regular ol' clowns."

"Wow," huffed Baloo. "Karny, huh? Did you ever think that somewhere, deep in that guy, there's somethin' good?"

"Sure," said Kit; but Baloo only realized the answer was dripping with sarcasm when he saw Kit's sour expression. "Only the _best_ have ever thrown _me_ off the _Iron Vulture_."

"No, I didn't mean it like ― I mean, I ― aw, yer right. I'm sorry. Forget I asked."

The corners of the map crumbled in Kit's fists. Why did Baloo have to ask _that_ , and why now? It seemed most of the time he could answer that question with an emphatic _no_ and not give it much thought. But he could also recall other moments, long before that terrifying plunge toward the dark bay of Cape Suzette, when he would have stood up with an assured _yes_. Maybe it was just the fresh memory of Karnage saving him from a fall, but somehow he felt compelled to answer. "Somewhere, maybe. But somewhere tiny. All he ever really cares about is himself. Doesn't matter who gets hurt as long as he gets his way."

"Well, he's far away, we're here, an'... hey!" Baloo turned the plane to the left. "This is the way to Louie's, right?"

Kit scoffed at him. "We still got a delivery to make, you _just_ filled up at the Wokka Wokka Wok, and now you wanna go straight to Louie's? You're killin' me, Papa Bear."

"Listen, _I_ worked up an appetite like you wouldn't _believe_. Besides, I wanna see Louie, too, see how he's doin'."

"Prob'ly just fine. We were just there a couple days ago."

"Sometimes, it's good to just be sure," said Baloo. "Don't gimme that face, it's important! I wanna give Becky a quick call, too."

"On the phone? Long distance?"

"Yep."

"What for? You'll hafta reverse the charges and it's gonna cost a fortune!"

"I just _wanna_ , that's all." Baloo leaned forward in his seat, suddenly excited. "Hey! That picture! The one of me an' you fishin', right outside o' home. I _remember_ Wildcat shootin' it with his camera. Ha! I remember! I can remember stuff again!"

While Baloo whooped happily over this odd celebration of his memory, Kit frowned. "Did you hit your head again? You're actin' _weird_. For cryin' out loud, Baloo, you're all shaky. You know what, you _are_ gonna go see a doctor when we get home. I'll drag you there myself if I hafta."

"Another doc, that's all I need," said Baloo, shaking his head. "But home, yeah. Boy, does that sounds like a great place to be." And the kid was right, Baloo realized, looking at his hands on the flight yoke; he _was_ still shaky. They flew for a stretch in silence. Baloo kept thinking, repeatedly, that it was all over. He was back. Everyone was okay. Still, something in the pit of his core nagged at him, that there was something yet unfinished.

It was a _what if_.

 _What if_... worse came to worst, and he couldn't look after Kit? Would the kid know what was in his heart?

At this point, he felt like any hesitation had worn out its use. His words came suddenly, blurted without any kind of build-up; he simply _said it_. "I'm proud of ya, Lil' Britches. Yer my best, _best_ buddy in the whole wide world, ya always will be, an' I love ya."

"What the...?" Kit recoiled in his seat, wide-eyed at Baloo. He was obviously wondering, where did _that_ word come from? He scowled at the pilot. "Enough's enough, Baloo, what's wrong with you?"

"Huh? No! Nothin'! Honest."

"Oh, _sure_. You're talkin' like you're about to _die_. You better tell me what's goin' on right now!"

"Aw, kid, I told ya, I'm _fine_. An' I'm not goin' anywhere. I know it's outta the blue, but... well, if somethin' ever _did_ happen... I just wanna make sure _you_ _know_. Y'know?"

"Ooookay..." Kit's sidelong glance at him spelled out his thoughts openly: who _was_ this pilot and what did he do with Baloo? The kid's face grew warm, and he was suddenly too embarrassed to look at the other. But he did say, "Of _course_ I know. I love you, too." He hid behind his map, cracking it open the entire breadth of his chair with a flick of his wrists. "Sheesh. Gettin' mushy in here."

Baloo leaned back in his seat, smiling. It was a wriggly, goofy-looking smile, brought upon by equal parts weariness and happiness, and he didn't mind one bit. The scenery surrounding them was a rather dull sight, endless ocean and sky, same as a thousand times before. But he liked it, to be right here, right now. In all this dizzying back and forth between the future and the past, the _present_ seemed like a mighty comfortable place to be.

It could have been maybe a little more comfortable if...

"Aw, dag nabbit..." Baloo began to chuckle, a mix of genuine laughter, sadness, and maybe just a hint of insanity for all he had been though. Kit would never know why, for Baloo would spare him this tale. In time, Baloo would hardly remember it himself, and what apprehensiveness he may have held about the future now would vanish in amazing and wondrous memories, side-by-side with his best friend. For now, though, Baloo's eyes were watery, red and tired, but he had his smile. He was laughing at himself, and saw Kit looking up at him questioningly. He shrugged at the kid. "I shoulda looked up some winnin' horse races."

 _~fin_


End file.
